Annual Report • Apr 17, 2015
Annual Report
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| Preface by Baron Hugo Vandamme | 5 |
|---|---|
| Activities report by Rik De Nolf | 7 |
| DIRECTORS' REPORT | 10 |
| Mission & strategy | 11 |
| Roularta as technological innovator | 12 |
| Environment, prevention and well-being | 14 |
| The Roularta Media Group share | 17 |
| Consolidated key figures | 20 |
| Group structure | 24 |
| Board of directors and management team | 26 |
| Annual report of the board of directors | 29 |
| Corporate governance declaration | 36 |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
50 | |
|---|---|---|
| Note 1 | Significant accounting policies | 50 |
| Note 2 | Segment reporting | 59 |
| Note 3 | Sales - from continuing operations | 61 |
| Note 4 | Services and other goods - | 62 |
| from continuing operations | ||
| Note 5 | Personnel charges - from continuing operations 62 | |
| Note 6 | Write-down of inventories and receivables - | 63 |
| from continuing operations | ||
| Note 7 | Other operating income / expenses - | 63 |
| from continuing operations | ||
| Note 8 | Restructuring and other non-recurring costs - 64 | |
| from continuing operations | ||
| Note 9 | Net finance costs - from continuing operations 64 | |
| Note 10 | Income taxes - from continuing operations | 65 |
| Note 11 | Discontinued operations | 66 |
| Note 12 | Assets classified as held for sale | 67 |
| Note 13 | Earnings per share | 68 |
| Note 14 | Dividends | 69 |
| Note 15 | Intangible assets and goodwill | 70 |
| Note 16 | Property, plant and equipment | 74 |
| Note 17 | Investments in associates and joint ventures | 75 |
| Note 18 | Available-for-sale investments, | 84 |
| loans and guarantees | ||
| Note 19 | Trade and other receivables | 85 |
| Note 20 | Deferred tax assets and liabilities | 87 |
| Note 21 | Inventories | 88 |
|---|---|---|
| Note 22 | Short-term investments, cash | 89 |
| and cash equivalents | ||
| Note 23 | Equity | 89 |
| Note 24 | Share-based payments | 90 |
| Note 25 | Provisions | 92 |
| Note 26 | Significant litigations | 93 |
| Note 27 | Non-current employee benefits | 94 |
| Note 28 | Financial debts | 97 |
| Note 29 | Other notes on liabilities | 98 |
| Note 30 | Finance and operating leases | 99 |
| Note 31 | Contingent liabilities and | 100 |
| contractual commitments for the acquisition | ||
| of property, plant and equipment | ||
| Note 32 | Financial instruments - | 100 |
| risks and fair value | ||
| Note 33 | Cash flow relating to acquisition | 105 |
| of subsidiaries | ||
| Note 34 | Cash flow relating to disposal | 107 |
| of subsidiaries | ||
| Note 35 | Interest in associates and joint ventures | 107 |
| Note 36 | Events after the balance sheet date | 107 |
| Note 37 | Fees to the auditor and to persons | 108 |
| related to the auditor | ||
| Note 38 | Related party transactions | 108 |
| Note 39 | Group companies | 110 |
| STATUTORY AUDITOR'S REPORT | 114 |
|---|---|
| STATUTORY ANNUAL ACCOUNTS | 116 |
| Readers I distribution I visitors | 120 |
| Offices | 123 |
| Sales and key figures | 124 |
| Financial calendar | 126 |
This annual report is available in English, Duth and French. In the event of differences the Dutch text of the annual report is legally binding.
The French proverb 'reculer pour mieux sauter' (step back in order to jump better) today applies very appositely to Roularta. We have said goodbye to our French magazines. When we entered the Express-Expansion Group in 2006, we were convinced that we could do great things in France. Roularta had the recipes to make a success story of that group's magazines. And initially it worked, as when we launched Styles as an adjunct to L'Express. Very quickly it became one of the main lifestyle magazines in France.
In 2008, the economic crisis threw a spanner into the works. This crisis and the strong euro brought difficult years for many companies, and advertising budgets were cut back. This occurred throughout in Europe, but probably nowhere more drastically than in France. Still today, France's advertising market is moving downwards. Not even Groupe Express-Roularta's growing market share could offset the declining market.
While Roularta in Belgium has for some time now been back on the path of growth, with better prospects for advertising revenues and subscription and newsstand sales, no such situation is as yet in sight in France. Hence our decision to withdraw from the French market.
This systematic decline in the French market has diverted attention from our efforts and progress on the Belgian market. The fact is that Roularta has made manifest progress in almost every field, by constantly combining innovation, creativity, reorganisation and cost savings. As a result we are seeing growth again. Growth in subscriptions and newsstand sales, and growth in advertising revenue.
This positive progress of our Belgian activities is visible in the results for 2014. Roularta will continue on this path. We shall continue to strengthen our results with our multimedia approach (print, internet, TV) and our diversification into events and line extensions.
We see great potential in the free press market. Internet is set to play an even more significant role in the years to come. With Digilocal we are offering our local advertisers a wide range of services, equipping them better to compete in e-commerce. Roularta has very strong positions from which to continue to grow.
By building our results this way, we can satisfy all our stakeholders. We can offer our shareholders the prospect of rising share prices, and are keen to begin paying dividends again. But what is at least equally important is that we are convinced that we can achieve systematic growth through our own initiatives and possibly new targeted acquisitions.
We are grateful to all our stakeholders for the confidence they have retained in Roularta, even in difficult periods. And a special word of thanks to all our employees who have consistently given of their effort and creativity to get us through a difficult period.
Dear shareholder, dear stakeholder, dear employee,
At the end of 2014 Roularta took the decision to go looking for a buyer for its French operations. Early in 2015 an agreement was concluded with Patrick Drahi and partners from the Altice group, which has a strong position in several countries, but particularly in France, in cable (Numericable) and telecoms (SFR). An intention to sell document was signed, with the deal possibly finalised in May 2015, once the necessary procedures have been completed, including obtaining the advice of the Works Council and the green light of the Competition Authority. Roularta is confident that this multimedia group (with newspaper Libération, radio stations etc.) offers a bright future for the strong historical titles (L'Express, L'Expansion, Point de Vue, Côté Sud, and others).
This takeover represents a major change for Roularta. The French activities demanded special attention and great reorganisation and restructuring efforts in difficult market conditions. With these cost factors now disappearing, Roularta can concentrate 100% on its further multimedia development. The main future investments will be in diversification and in the digital activities which extend the Group's core business: the content websites and digital and mobile versions of the magazines, the Digilocal project of the Free Press division, the classified sites Immovlan.be and Autovlan.be.
In 2014, Roularta took 100% ownership of NV Roularta Printing and NV De Streekkrant-De Weekkrantgroep, two major core businesses of the Group, after reaching agreement with Concentra to acquire the latter's 24% and 20% holdings respectively. The medical sector activities are also now 100% owned, after acquiring British group UBM's 50% stake resulting from the merger of De Huisarts and Artsenkrant. The new entity has since been renamed
Roularta HealthCare. And Roularta Lead Generation too is now a 100% Roularta business following the acquisition of the 50% held by the Dutch co-founders.
All these changes make it possible to simplify the legal and accounting structure of the Group: in June 2015 a dozen companies will merge with the parent company NV Roularta Media Group.
Also in the first half of 2014, Roularta acquired 100% of the magazine Beter bouwen & verbouwen/Tu bâtis, je rénove, strengthening its existing Ik ga Bouwen & Renoveren/Je vais Construire & Rénover brand. From 30 April 2015 these titles will merge to give a single strong monthly Ik ga Bouwen & Renoveren/Je vais Construire & Rénover, combining the best of both original titles.
In July 2014, Roularta took part in a capital increase of Proxistore, the online platform that uses geolocation to place advertising on major websites. Roularta contributed EUR 1.1 million in a fundraising among the current shareholders (including Roularta) and the Brussels Regional Investment Company contributing in all EUR 2.7 million. The operation is intended to fund branch openings in the Netherlands, Spain and elsewhere. Proxistore is already active in Belgium, France, the USA and Canada. Roularta has an option on up to 50% of the shares of Proxistore.
With Voka's entry into the companies around Open Bedrijvendag in December 2014, Roularta participation fell from 81.25% to 56.25%.
In the course of 2014 RMG continued to invest in the
extension of the Group's news sites Knack.be/Levif.be and KW.be. January 2015 was a record month with more than 6 million unique visitors.
Roularta is bringing in more and more advertising revenue over the internet, through news sites and newsletters, lead generation campaigns, the classified ads sites Immovlan.be, Autovlan.be (in joint venture with Rossel) and Streekpersoneel.be. At the beginning of 2014, advertising revenues were still slack, but since the summer solid growth has been recorded month after month. Immovlan.be has grown to more than 300,000 unique visitors per day. Autovlan.be has increased its revenues, among other things by acquiring new cars site Clickyourcar.be, now Gocar.be.
In autumn 2014 the first daily digital news magazine in Flanders was launched. This is The Daily Trends, covering the most significant financial-economic news and is accessible to all Trends subscribers daily from 21.00.
Over EUR 10 million of revenue was earned from the sale of online content and business information from Trends Top, the recently acquired Euro DB (with B-information, B-legal, B-finance, B-collection), Inside Beleggen, Fiscoloog etc.
In 2015 Digilocal should provide further organic growth. Roularta Free Press provides a complete internet service for local advertisers, with websites, electronic newsletters that can work with Roularta Big Data, and integrating Google AdWords, Proxistore and Facebook. The strong regional sales organisation and technical expertise of the Roularta group provide a foundation for further growth. For two years in a row, Roularta has taken the European Google award for the best Google reseller.
KW.be, the website of Krant van West-Vlaanderen, has been successfully launched. KW subscribers receive their weekly local paper plus provincial newspaper in paper format, along with digital access via PC, tablet or mobile to the eleven local weeklies (for the eleven cities and regions of West Flanders), and have 24/7 access to the KW.be website with its 24/7 news service. KW.be is supported by a twice-a-day free newsletter to 125,000 West Flemings. Non-subscriber visitors are offered a free one-month introductory subscription.
Roularta Events organises around 100 events a year: awards, gala dinners, fairs and seminars.
In each Belgian province, there are Trends Gazelles and the Trends Business Tour. National awards are given for general management (Manager of the Year), the IT world, Manufacturing, CFO, HR Manager and fund managers. In 2014, the Trends Legal Awards and Marketer of the Year were organised for the first time.
Roularta organises the Ondernemen/Entreprendre entrepreneurship fair at the Heysel in Brussels (held concurrently with the e-commerce, franchising and business gifts fairs) and the Ondernemen entrepreneurship fair at Ghent Flanders Expo. De Streekkrant organises job fairs in every province, while free lifestyle magazine Steps organises shopping days in all city centres.
The Roularta group magazine readers show themselves to be interested in numerous cultural and lifestyle initiatives. Roularta successfully offers them exclusive projects at favourable conditions. Several book projects, the sale of design and other objects and other projects have produced a growth in sales. In 2014 exclusive cruises with original programmes were organised for the first time with Plus and Knack, joined in 2015 by Le Vif/L'Express.
Revenues of the Free Press division fell in 2014 mainly due to the fall in job ads in De Streekkrant and De Zondag. Since early 2015 the bottom seems to have been reached, with people realising that local print ads in newspapers delivered doorto-door are indispensable for finding work and employees in one's own region. Work continues in parallel on an efficient jobs and CV management system for the Streekpersoneel software platform.
National campaigns (with more and more actions by major brands like Coca-Cola) and local advertising continued to grow in 2014 in both De Streekkrant (door-to-door throughout Flanders) and De Zondag (distributed across Flanders via bakeries on Sunday mornings).
The monthly magazine Steps, distributed in 16 editions across Flanders, received a glossy hardcover and glossy paper. Revenues have risen steadily since summer 2014.
For the first time in years, magazine advertising income did not fall in 2014. While the year got off to a difficult start, we have seen a continuing positive evolution since the summer.
Monthly magazine Nest (Du/Fr) has been given a more luxurious look and is being published more often. Nest now appears every month, alongside a series of special editions covering Recipes, Gardens, the Coast etc.
The readers' market for our magazines (subscriptions + newsstand sales) grew by 1.0%.
Meanwhile, sales of digital-only subscriptions and single issues are reaching critical mass. Already several thousand copies are sold every week. Roularta provides a choice of two versions (look-alike with the same layout as the magazine, and a custom tablet version) for Apple, Android and Microsoft.
Additionally all print subscribers automatically have access to the digital version of their magazine anywhere in the world, from 21.00 on the day before publication which they can read on PC, tablet or mobile. Two-thirds of subscribers have downloaded the app, but only 1 to 2% read their magazine digitally. New readers discover the magazine via their iPad or other tablet and sign up as subscribers via the landing page of Abonnementen.be, but 85% opt for a full subscription, print included.
MEDIALAAN had a very good year. For TV, viewing figures were the best since 2002, with growth coming mainly from VTM, with 2BE and Vitaya stations remaining stable. VTM owes its growth to the stronger early evening planning and to VTM NEWS, which has managed to lure 10% more (young) viewers. For the radio stations too, 2014 was a good year. With new programming, Q-music is now 2% ahead of Studio Brussel. JOE fm too reached in 2014 its best listening figure ever. MEDIALAAN invested also in strengthening the brand experience and content, and in innovation.
MEDIALAAN again achieved a larger advertising market share. Advertising revenue continued to rise for radio, but fell for television. This decrease is offset, however, by growing revenues from innovative viewer-related activities. New broadcasting rights agreements are providing new revenue and new phenomena like look-back TV continue to grow while live viewing remains stable.
MEDIALAAN already produces 20% alternative income. Short-form and long-form video advertising on the websites is sold out. One reason is the new service whereby viewers can watch full episodes on Vtm.be and via the VTM app.
JIM Mobile also provided an attractive contribution in 2014, holding its own in the falling Telco market.
Kanaal Z/Canal Z was able to build a stronger platform thanks to the creation of many peripheral programmes. The ratings (now measured by the large CIM audimeter) grew in January 2015 to more than 500,000 viewers on a daily basis.
The future of regional TV stations is secured by a new Flemish decree that provides for a larger fee per subscriber from the distributors, starting in January 2015.
The Stievie app now has around 15,000 users and will be expanded in the coming months with new channels, in addition to those of MEDIALAAN, SBS and VRT. With Stievie viewers can watch TV everywhere, both live and delayed, over the internet.
As a multimedia company, Roularta Media Group (RMG) sets out to create value for its readers, internauts, viewers, listeners, advertising customers, employees and shareholders.
In Belgium, Roularta is a dynamic and leading player in the publication and printing of news and niche magazines, newspapers and freesheets, in the audiovisual media landscape and in electronic publishing.
For the general public in Dutch-speaking Belgium, RMG produces freesheets, open network TV, radio and the Vlan.be internet site. For the national market (in both Dutch and French) RMG produces quality magazines, a TV news station Kanaal Z/Canal Z and the content-rich news portals Knack.be and Levif.be. In this way Roularta is constantly investigating new opportunities – titles, marketing initiatives and new media – to strengthen its leadership in Belgium.
In joint venture with the French group Bayard, Roularta is active in Belgium, the Netherlands and Germany with senior citizen magazines and in Germany with a wide range of magazines for parents and children, home & garden. Roularta publishes city magazines in Belgium and France, Slovenia and Serbia.
All the Group's strong brands are continuing to grow through line extensions, events and add-on products. A policy of vertical integration (content, advertising acquisition,
production) and a multimedia approach increase flexibility and strengthen Roularta's anticyclical character.
RMG continues to innovate in the field of technical developments in the rapidly evolving media world. The involvement of its employees and the ongoing search for the best internal systems, cost management and synergy with partners help guarantee its future success. Roularta Media Group is a company with a strong record of socially responsible entrepreneurship, in which integrity, customerfriendliness and commitment come first.
(*) Combined sales (with application of the proportional consolidation method for joint ventures, including Medialaan, Bayard,...).
2013 and has been put into use by several other publishers. In 2015 the uniform digital invoicing system for all Belgian publishers is also being launched.
RMG is also part of iMinds Media (formerly MIX) where it is represented by its premedia director as a member of the Programme Committee.
iMinds Media is an expertise centre for media innovation that closely follows developments in basic research, which it translates for the Flemish media sector into concrete, realisable and pre-competitive innovation projects with a limited time horizon.
i-Read+, with 'intelligent reading pleasure' as its main theme, whereby the user can, via a 'reasoning' component, decide when he wishes to obtain certain data enrichments. A 'virtual tutor' here increases the interaction between reader and content.
Media ID has created a single central registration and payment platform for users of all kinds of Belgian media in digital form. A platform that is easy to use, reliable and strictly respects consumer privacy. Media ID provides every consumer with a unique identity via a 'Single Sign-on Registration' (the so-called 'ID'), that can then be used with all participating media companies.
Stream Store is a platform for repackaging digital content in coherent streams that are personalised and contextualised and then offered as a paid service to the end user.
Right now RMG is working on two new projects, Mingle and multiCore, in cooperation with iMinds Media. Mingle sets out to develop an interactive platform to support journalists in discovering and gathering news from various social media channels in a reliable and legally transparent way. MultiCore is intended to offer a solution for providing the readers with personalised news offerings, through apps, newsletters, websites and the like, that reflect their preferences, user profiles and the context. This is a first step towards the news experience of the future.
At editorial level too, Roularta Media Group is preparing for the future by using CCI NewsGate as a unique system for the entire newsroom, covering editors of Roularta Media Group, and with an emphasis on editorial planning, contract management and cross-media reuse of content.
NewsGate will enable the Roularta editorial staff to work 'multi-title' and 'multi-channel'. They can, from their editorial cockpit, create packages equally for print, web and smartphones and tablets.
Meanwhile, Roularta Media Group has already worked hard to create apps for a large portion of its titles. These apps are available for iOS, Android, Windows and BlackBerry. Through continuous adaptation and through regular adjustments of these apps, RMG guarantees its readers the best possible user experience.
Roularta Media Group as a multimedia company is active in various high-tech sectors. Within these different areas the Group researches and develops new opportunities on an ongoing basis, giving Roularta in the process a solid international reputation as a major technology innovator. Roularta Media Group's technological research and development efforts obviously benefit the Group's own internal work processes, but many times they are also the driving force behind decisive market developments.
In the field of premedia, Roularta Media Group has been the starting point for various Belgian and international standards. Roularta Media Group's pioneering role here is illustrated, among other things, by the following pioneering achievements.
As a founder member of Medibel+, the umbrella organisation of the Belgian advertising sector (www.medibelplus.be), Roularta Media Group several years ago achieved the breakthrough of the PDF file format as the standard for the delivery of digital ads to newspapers and magazines. Within Medibel+, Roularta Media Group continues to enhance its pioneer status: Erwin Danis, the RMG premedia director, is currently president of the organisation.
Roularta Media Group was behind the development of the AdTicket method for the digitisation of order workflow between the media buyers and creative agencies which produce the ads on the one side, and publishing companies on the other. Roularta Media Group and Medibel+ launched the AdTicket in the Belgian market.
Under the guiding impulse of Roularta Media Group, Medibel+ was one of the founders in 2002 of the Ghent PDF Workgroup
(GWG, www.gwg.org). This – now international – organisation of graphic associations and suppliers from Europe and the United States is seeking to introduce and increase the use of best practices in the printing industry worldwide. GWG is building here on the merits of Medibel+ and has taken over the Medibel+ PDF standards and the Medibel+ AdTicket method. Within the international GWG too, Roularta Media Group continues to assume its responsibility, with the Group being represented by its premedia director (as chairman of the board of directors). With this project Roularta Media Group once again shows its technical innovativeness, and the working methods it has developed are being followed abroad.
Within the Ghent PDF Workgroup, RMG is also working, along with other international media groups, on new crossmedia standards, processes and formats for publishing on smartphones and tablets. This takes place within the Cross Media Committee which examines the changes taking place in the world of cross-media publishing and the opportunities that these offer.
Roularta Media Group plays an important and innovative role in Flanders by participating and/or taking the lead in various technological and innovative projects.
RMG participated in the Smarter Media in Flanders (SMIF) collective research programme. It was lead player in one of the nine work packages (digital proof numbers for print and internet advertisements) and contributed to several others. Important areas here are digital watermarking, ideal video compression for tablets, the efficient collection of sports results and citizen journalism.
The uniform system of digital identification numbers for print for all Belgian publishers was launched on the first of March
Roularta Media Group made major efforts in 2014 to produce its various media in an environmentally and energy-friendly manner.
Good communication with all stakeholders on efforts and achievements in the field of Corporate Social Responsibility (CSR) is a must in today's competitive market.
Roularta reported all these efforts in a (second) sustainability report, focusing on the major achievements of recent years. In putting together the report, the company opted once again to follow the internationally recognised guidelines of the universally accepted Global Reporting Initiative (GRI).
The document is available in three languages (Du/Fr/Eng) on the Roularta site.
As required by the Soil Decree, Roularta undertook an exploratory soil investigation in 2014 on the Roeselare site. In this extensive screening process, the risks of soil pollution have to be identified, with targeted sampling and analysis. The various sections of the environmental permit served to define the nature and the strategy of this investigation. The final conclusion of this investigation is that no additional precautions need to be taken.
Roularta pays close attention to controlling its air and water
emission parameters. The starting points here include the sectoral standards and the special conditions imposed in the environmental permit. In 2014 the company invested in a flatbed filter for industrial waste water, with the main objective of further reducing suspended solids. Roularta worked closely here with the competent supervisory authorities, who were very interested in the project and followed it closely from the drawing board through to final implementation.
Our society's prevention policy has evolved considerably in recent years. Initially much attention was paid to making machines safe to work with. Subsequently various procedures were developed to ensure their smooth operation. With all this in place, it appears that the risk of accident is not totally banished. Our safety focus here is shifting increasingly therefore to the operator himself. Consciously assessing risks and acting consciously are very important in avoiding accidents.
A number of high-profile projects were undertaken in this area in 2014:
In 2014, the company updated its risk analysis of working at heights, with a close review of the use of ladders, scaffolding, raised platforms and the like. The related protective equipment was also examined and complemented.
Agreements were made on further follow-up, and repeat courses provided for the employees concerned.
Working at heights also includes the use of lifts. The Royal Decree of 10 December 2012 changes the legislation on lifts. A risk analysis was performed. A number of lifts were brought into line, others were converted from passenger to goods lifts.
In 2013 considerable attention was paid to ergonomics in the production environment. Risk analyses were also undertaken for workstations outside the production environment that call for physical effort. This resulted in each case in a customised brochure, which was distributed to employees. Ergonomics is an important factor in safeguarding employee health. That's why ergonomics became the annual topic for 2014.
During medical examinations for office personnel, info brochures were distributed and discussed by the company medical officer. Additional information was circulated via the intranet and internal magazine.
In the production area also everyone continued to work on this topic.
In 2013 an employee well-being survey was conducted, with much attention paid to the communication of the results. In 2014, these results were processed into the Global Prevention Plan, thereby ensuring that the company continues to work on these themes in the coming years.
Occasionally something happens in the company that has serious consequences or which is shocking. In such cases it is important to ensure that everything is organised smoothly and correctly, including the human aspects. Proper reaction and after-care are essential in order for life and work to continue. In 2014, a procedure was developed, which – if necessary – can help confront any such situation in an optimal way.
Sickness and (occupational) accidents often involve a lot of paperwork. Sometimes the nature of the sickness makes it hard to attend to this properly. For this reason a document has been put together that sets out concisely the most important information and steps.
It indicates, for example, what to do in case of illness or accident. During a longer period of occupational incapacity one can be confronted with various different physicians. It is not always easy to follow who they are and what exactly they are responsible for. This document gives an overview of the different physicians and their specialties.
The registered capital of NV Roularta Media Group amounts to EUR 203,225,000. It is represented by 13,141,123 shares paid up in full, without par value, representing each an equal part of the capital. All shares representing the registered capital have the same social rights.
Shareholding structure The shareholding structure is as follows:
| Date of notification |
Number of shares |
% | |
|---|---|---|---|
| Koinon Comm.VA (1) | 16/03/2015 7,372,877 | 56.11% | |
| Cennini NV (1) | 16/03/2015 2,022,136 | 15.39% | |
| Bestinver Gestión S.G.I.I.C. S.A. |
02/03/2015 1,306,190 | 9.94% | |
| Own shares | 657,850 | 5.00% | |
| Individual and institutional investors |
1,782,070 | 13.56% |
(1) The Comm.VA Koinon and the NV Cennini, in their capacity as persons acting in concert who have concluded an agreement concerning the possession, the acquisition and transfer of shares, have made a definitive notification.
9,382,112 of the total number of outstanding shares are nominative.
In the context of the Act of 1 April 2007 concerning public takeover bids, Comm.VA Koinon, as the direct holder of 7,372,877 shares, updated its registration with the FSMA on 25 August 2014 pursuant to Article 74 § 6 of the abovementioned act.
The statutory authorisation to purchase own company shares was renewed by the General Meeting of 15 May 2012.
In the course of the financial year 2014, the company did not purchase any own shares.
The company has 657,850 of its own shares in portfolio, representing 5.00% of the registered capital.
Roularta Media Group's shares are listed on Euronext Brussels under the section Media - Publishing. ISIN Code BE0003741551 and Mnemo ROU.
The Roularta share is included in the BEL Small Cap Index (BE0389857146).
Volumes and closing prices in 2014
| Month | Average closing price |
Volumes | in EUR millions |
|---|---|---|---|
| Jan 14 | 11.414 | 91,557 | 1.05 |
| Feb 14 | 11.818 | 43,462 | 0.52 |
| Mar 14 | 12.171 | 51,257 | 0.62 |
| Apr 14 | 12.701 | 47,764 | 0.60 |
| May 14 | 13.205 | 41,246 | 0.55 |
| Jun 14 | 13.085 | 9,284 | 0.12 |
| Jul 14 | 12.945 | 23,474 | 0.30 |
| Aug 14 | 13.008 | 61,133 | 0.79 |
| Sep 14 | 12.962 | 15,527 | 0.20 |
| Oct 14 | 11.776 | 17,446 | 0.21 |
| Nov 14 | 11.592 | 65,950 | 0.78 |
| Dec 14 | 11.666 | 21,655 | 0.25 |
| 489,755 | 5.99 |
Average closing price - 2014
Volumes and figures in EUR millions - 2014 200000
The highest price during 2014 was EUR 14.30 on 13 May. The lowest price during 2014 was EUR 10.75 on 2 January. The largest daily trading volume was 55,453 shares on 4 November 2014.
Roularta Media Group has a proactive investor relations policy, aimed at increasing the visibility of the share and in this way supporting its liquidity.
The general assembly pursues – as advised by the executive board – a policy which tries to pay out a dividend, whilst keeping a close watch on preserving the healthy balance between a distribution of dividends and the investment possibilities.
Gross dividend 0.37 0.50 0.50 0.40 0.40 0.50 0.75 0.75
Gross dividend 0.75 0.75 0.00 0.00 0.50 0.35 0.00 0.00 0.00
Roularta Media Group was founded on 11 May 1988 as Roularta Financieringsmaatschappij. The table on the following page lists the events that since then have affected the company's capital and the securities representing it.
| Year Month | Transaction | Number of shares |
Capital BEF / EUR | ||
|---|---|---|---|---|---|
| 1988 May | Foundation as Roularta Financieringsmaatschappij | 12,510 | 381,000,000 | BEF | |
| 1993 July | Merger - capital increase | 13,009 | 392,344,000 | BEF | |
| 1997 December | Split - capital increase | 18,137 | 546,964,924 | BEF | |
| 1997 December | Merger - capital increase | 22,389 | 675,254,924 | BEF | |
| 1997 December | Capital increase | 24,341 | 734,074,465 | BEF | |
| 1997 December | Name changed into Roularta Media Group | ||||
| 1998 June | Issue of 300,000 warrants - amendment of articles of association | 2,434,100 | 734,074,465 | BEF | |
| 1998 June | Merger - capital increase | 2,690,400 | 1,545,457,541 | BEF | |
| 1998 June | Contribution of debt receivable - capital increase | 8,277,700 | 2,496,457,541 | BEF | |
| 1998 December | Contribution of debt receivable - capital increase | 9,611,034 | 4,479,791,791 | BEF | |
| 2001 June | Conversion of capital into euros - capital increase by conversion of 61,950 warrants |
9,672,984 | 111,743,000.00 | EUR | |
| 2001 October | Destruction of 119,305 own shares | 9,553,679 | 111,743,000.00 | EUR | |
| 2002 June | Capital increase by conversion of 35,350 warrants | 9,589,029 | 112,138,000.00 | EUR | |
| 2003 June | Capital increase by conversion of 43,475 warrants | 9,632,504 | 112,623,000.00 | EUR | |
| 2003 July | Capital increase by contribution in kind | 9,884,986 | 118,463,000.00 | EUR | |
| 2004 June | Capital increase by conversion of 43,625 warrants | 9,928,611 | 118,950,000.00 | EUR | |
| 2005 June | Capital increase by conversion of 28,350 warrants | 9,956,961 | 119,267,000.00 | EUR | |
| 2006 January | Capital increase by conversion of 39,090 warrants | 9,996,051 | 120,054,000.00 | EUR | |
| 2006 February | Capital increase by contribution in cash | 10,985,660 | 131,939,204.09 | EUR | |
| 2006 May | Incorporation of an issue premium | 10,985,660 | 170,029,300.00 | EUR | |
| 2006 June | Capital increase by conversion of 19,825 warrants | 11,005,485 | 170,250,500.00 | EUR | |
| 2007 January | Capital increase by conversion of 9,340 warrants | 11,014,825 | 170,439,000.00 | EUR | |
| 2007 June | Capital increase by conversion of 22,225 warrants | 11,037,050 | 170,687,000.00 | EUR | |
| 2008 January | Capital increase by conversion of 7,864 warrants | 11,044,914 | 170,846,000.00 | EUR | |
| 2008 May | Capital increase by conversion of 17,375 warrants | 11,062,289 | 171,040,000.00 | EUR | |
| 2008 December | Capital increase by contribution in cash | 13,131,940 | 203,040,000.00 | EUR | |
| 2011 January | Capital increase by conversion of 9,183 warrants | 13,141,123 | 203,225,000.00 | EUR |
| - Petercam | Robert Verrips | [email protected] |
|---|---|---|
| - KBC Securities | Ruben Devos | [email protected] |
| - Arkéon Finance | Alexandre Koller | [email protected] |
| Income statement | in thousands of euros | 2010 | 2011 | 2012 | 2013 (*) restated |
2014 | Trend |
|---|---|---|---|---|---|---|---|
| Sales | 711,563 | 731,111 | 712,045 | 305,209 | 299,569 | -1.8% | |
| EBITDA (1) | 77,004 | 61,917 | 36,964 | 29,695 | 34,871 | +17.4% | |
| EBITDA - margin | 10.8% | 8.5% | 5.2% | 9.7% | 11.6% | ||
| EBIT (2) | 56,992 | 34,492 | 5,540 | 15,116 | 21,930 | +45.1% | |
| EBIT - margin | 8.0% | 4.7% | 0.8% | 5.0% | 7.3% | ||
| Net finance costs | -6,087 | -7,505 | -8,873 | -7,262 | -6,728 | -7.4% | |
| Operating result after net finance costs | 50,905 | 26,987 | -3,333 | 7,854 | 15,202 | +93.6% | |
| Income taxes | -19,027 | -12,078 | 1,128 | 1,924 | -2,492 | +229.5% | |
| Net result from continuing operations | 31,878 | 14,909 | -2,205 | 9,778 | 12,710 | +30.0% | |
| Result from discontinued operations | -68,268 -155,237 | -127.4% | |||||
| Attributable to minority interests | 926 | 473 | -498 | -581 | -50 | -91.4% | |
| Attributable to equity holders of RMG | 30,952 | 14,436 | -1,707 | -57,909 -142,477 | -146.0% | ||
| Net result attributable to equity holders of RMG - margin | 4.3% | 2.0% | -0.2% | -19.0% | -47.6% | ||
| REBITDA (3) | 81,183 | 70,255 | 46,920 | 34,622 | 39,339 | +13.6% | |
| REBITDA - margin | 11.4% | 9.6% | 6.6% | 11.3% | 13.1% | ||
| REBIT (4) | 64,620 | 54,021 | 27,823 | 26,706 | 31,619 | +18.4% | |
| REBIT - margin | 9.1% | 7.4% | 3.9% | 8.7% | 10.6% | ||
| Current net result of the consolidated companies | 38,922 | 30,535 | 16,337 | 18,366 | 19,435 | +5.8% | |
| Current net result of the consolidated companies - margin | 5.5% | 4.2% | 2.3% | 6.0% | 6.5% |
| Balance sheet | in thousands of euros | 2010 | 2011 | 2012 2013 (**) restated |
2014 | Trend | |
|---|---|---|---|---|---|---|---|
| Non-current assets | 633,114 | 616,512 | 604,675 | 585,039 | 271,778 | -53.5% | |
| Current assets | 299,518 | 295,228 | 333,761 | 200,827 | 261,376 | +30.1% | |
| Balance sheet total | 932,632 | 911,740 | 938,436 | 785,866 | 533,154 | -32.2% | |
| Equity - Group's share | 345,072 | 351,277 | 344,689 | 287,053 | 143,277 | -50.1% | |
| Equity - minority interests | 13,745 | 12,959 | 12,266 | 11,415 | 2,475 | -78.3% | |
| Liabilities | 573,815 | 547,504 | 581,481 | 487,398 | 387,402 | -20.5% | |
| Liquidity (5) | 1.0 | 1.0 | 1.1 | 0.9 | 2.0 | +122.2% | |
| Solvency (6) | 38.5% | 39.9% | 38.0% | 38.0% | 27.3% | -28.2% | |
| Net financial debt | 111,402 | 89,328 | 69,535 | 80,423 | 82,027 | +2.0% | |
| Gearing (7) | 31.0% | 24.5% | 19.5% | 26.9% | 56.3% | +109.3% |
(*) Restated for retrospective application of IFRS 11 Joint Arrangements and application of IFRS 5 Discontinued Operations.
(**) Restated for retrospective application of IFRS 11 Joint Arrangements.
(1) EBITDA = operating cash flow = EBIT + depreciations, write-downs and provisions.
(2) EBIT = operating result, including the share in the result of associates and joint ventures.
Following unaudited key figures were calculated on the basis of audited figures.
(3) REBITDA = current operating cash flow = EBITDA + restructuring costs and one-off costs. (4) REBIT = current operating result = EBIT + restructuring costs and one-off costs, depreciations, write-downs and provisions.
(5) Liquidity = current assets / current liabilities.
(6) Solvency = equity (Group's share + minority interests) / balance sheet total.
(7) Gearing = net financial debt / equity (Group's share + minority interests).
| Description | in euro | 2010 | 2011 | 2012 | 2013 (*) restated |
2014 |
|---|---|---|---|---|---|---|
| Equity - Group's share | 27.35 | 27.93 | 27.61 | 23.00 | 11.48 | |
| EBITDA | 6.11 | 4.93 | 2.96 | 2.38 | 2.79 | |
| REBITDA | 6.44 | 5.59 | 3.76 | 2.77 | 3.15 | |
| EBIT | 4.52 | 2.75 | 0.45 | 1.21 | 1.76 | |
| REBIT | 5.12 | 4.30 | 2.23 | 2.14 | 2.53 | |
| Net result RMG | 2.45 | 1.15 | -0.14 | -4.64 | -11.41 | |
| Net result RMG after dilution | 2.45 | 1.14 | -0.14 | -4.64 | -11.41 | |
| Current net result of the consolidated companies | 3.08 | 2.43 | 1.31 | 1.47 | 1.56 | |
| Gross dividend | 0.50 | 0.35 | 0.00 | 0.00 | 0.00 | |
| Price/Earnings (P/E) (2) | 8.33 | 6.01 | 7.89 | 7.32 | 7.87 | |
| Number of shares at 31/12 | 13,131,940 13,141,123 13,141,123 13,141,123 13,141,123 | |||||
| Weighted average number of shares | 12,619,077 12,577,676 12,483,273 12,483,273 12,483,273 | |||||
| Weighted average number of shares after dilution | 12,653,025 12,623,093 12,483,273 12,483,273 12,483,273 | |||||
| Highest share price | 27.00 | 29.79 | 18.00 | 14.50 | 14.30 | |
| Share price at year-end | 25.70 | 14.60 | 10.32 | 10.77 | 12.25 | |
| Market capitalisation in million EUR at 31/12 | 337.49 | 191.86 | 135.62 | 141.53 | 160.98 | |
| 34.11 | 41.89 | 11.41 | 7.98 | 6.00 | ||
| Yearly volume in million EUR |
(1) On the basis of the weighted average number of shares. (2) Earnings = current net profit of the consolidated companies.
| Printed Media | ||||||
|---|---|---|---|---|---|---|
| in thousands of euros | 2010 | 2011 | 2012 | 2013 (*) restated |
2014 | Trend |
| Sales | 546,362 | 554,925 | 541,693 | 327,992 | 319,491 | -2.6% |
| EBITDA (1) | 44,011 | 30,525 | 14,884 | 19,743 | 22,647 | +14.7% |
| EBITDA - margin | 8.1% | 5.5% | 2.8% | 6.0% | 7.1% | |
| EBIT (2) | 27,959 | 8,069 | -8,959 | 4,858 | 8,612 | +77.3% |
| EBIT - margin | 5.1% | 1.5% | -1.6% | 1.5% | 2.7% | |
| Net finance costs | -5,544 | -6,952 | -8,485 | -6,988 | -6,438 | -7.9% |
| Operating result after net finance costs | 22,415 | 1,174 | -17,421 | -2,130 | 2,174 +202.0% | |
| Income taxes | -10,326 | -3,722 | 2,799 | 551 | -4,505 | +918.0% |
| Net result from continuing operations | 12,089 | -2,605 | -14,645 | -1,579 | -2,331 | -47.6% |
| Result from discontinued operations | -68,269 -155,236 | -127.4% | ||||
| Attributable to minority interests | 646 | 312 | -449 | -388 | -50 | -87.1% |
| Attributable to equity holders of RMG | 11,443 | -2,917 | -14,196 | -69,461 -157,517 | -126.8% | |
| Net result attributable to equity holders of RMG - margin | 2.1% | -0.5% | -2.6% | -13.5% | -21.2% | |
| REBITDA (3) | 48,968 | 36,519 | 22,274 | 22,009 | 25,890 | +17.6% |
| REBITDA - margin | 9.0% | 6.6% | 4.1% | 6.7% | 8.1% | |
| REBIT (4) | 36,365 | 25,506 | 9,501 | 13,759 | 17,797 | +29.3% |
| REBIT - margin | 6.7% | 4.6% | 1.8% | 4.2% | 5.6% | |
| Current net result of the consolidated companies (5) | 19,616 | 11,530 | 1,357 | 4,299 | 3,664 | -14.8% |
| Current net result of the consolidated companies - margin | 3.6% | 2.1% | 0.3% | 1.3% | 1.1% |
(*) Restated for retrospective application of IFRS 11 Joint Arrangements and application of IFRS 5 Discontinued Operations.
(1) EBITDA = operating cash flow = EBIT + depreciations, write-downs and provisions.
(2) EBIT = operating result, including the share in the result of associates and joint ventures.
Following unaudited key figures were calculated on the basis of audited figures.
(3) REBITDA = current operating cash flow = EBITDA + restructuring costs and one-off costs.
(4) REBIT = current operating result = EBIT + restructuring costs and one-off costs, depreciations, write-downs and provisions.
(5) Current net result = net result of the Group + impairment losses + restructuring costs net of taxes.
| Audiovisual Media | ||||||
|---|---|---|---|---|---|---|
| in thousands of euros | 2010 | 2011 | 2012 | 2013 (*) restated |
2014 | Trend |
| Sales | 171,081 | 182,385 | 176,817 | 168,754 | 158,712 | -6.0% |
| EBITDA (1) | 32,993 | 31,392 | 22,080 | 24,895 | 29,455 | +18.3% |
| EBITDA - margin | 19.3% | 17.2% | 12.5% | 14.8% | 18.6% | |
| EBIT (2) | 29,033 | 26,423 | 14,499 | 18,373 | 23,900 | +30.1% |
| EBIT - margin | 17.0% | 14.5% | 8.2% | 10.9% | 15.1% | |
| Net finance costs | -543 | -553 | -388 | -326 | -280 | -14.0% |
| Operating result after net finance costs | 28,490 | 25,870 | 14,111 | 18,047 | 23,619 | +30.9% |
| Income taxes | -8,701 | -8,356 | -1,671 | -6,688 | -8,578 | +28.3% |
| Net result from continuing operations | 19,789 | 17,514 | 12,440 | 11,359 | 15,041 | +32.4% |
| Result from discontinued operations | ||||||
| Attributable to minority interests | 280 | 161 | -49 | -193 | 0 | -100.0% |
| Attributable to equity holders of RMG | 19,509 | 17,353 | 12,489 | 11,552 | 15,041 | +30.2% |
| Net result attributable to equity holders of RMG - margin | 11.4% | 9.5% | 7.1% | 6.8% | 9.5% | |
| REBITDA (3) | 32,261 | 33,793 | 24,669 | 26,891 | 29,890 | +11.2% |
| REBITDA - margin | 18.9% | 18.5% | 14.0% | 15.9% | 18.8% | |
| REBIT (4) | 28,301 | 28,572 | 18,345 | 21,933 | 25,005 | +14.0% |
| REBIT - margin | 16.5% | 15.7% | 10.4% | 13.0% | 15.8% | |
| Current net result of the consolidated companies (5) | 19,306 | 19,005 | 14,980 | 14,067 | 15,771 | +12.1% |
| Current net result of the consolidated companies - margin | 11.3% | 10.4% | 8.5% | 8.3% | 9.9% |
23.35%
50%
| Publishing | Medialaan | Roularta Printing |
||
|---|---|---|---|---|
| IT-Solutions | TvBastards | |||
| De Weekkrant | JOE fm | |||
| Partners | Media Ad Infinitum |
|||
| Roularta Media Nederland (NL) |
Stievie | |||
| Belgian Business Television |
||||
| Trading Video | 50% | Regionale Media Maatschappij |
||
| Roularta Business Leads |
50% | De Woonkijker | ||
| 50% | TV Media | |||
| 71.47% | ||||
| Repropress | ||||
| Twice Entertainment |
||||
| Twice Technics |
75% | |||
| Studio Aperi Negotium |
25% |
Febelma Regie
3
1. Rik De Nolf Chairman I 2. Philippe Belpaire Director National Advertising I 3. Xavier Bouckaert Director Magazines I 4. Eddy Brouckaert Director Newspapers I 5. Jan Cattrysse Director Administration I 6. Erwin Danis Director Premedia I 7. Katrien De Nolf Director Human Resources I 8. William De Nolf Director New Media I 9. Hugues De Waele Director Foreign Media I 10. William Metsu Director Printing I 11. Jan Staelens Financial Director I 12. Willem Vandenameele Director IT I 13. Sophie Van Iseghem Secretary-General I 14. Luk Wynants Director Free Press
• the annual accounts, prepared in accordance with the standards applicable to annual accounts, give a true and fair view of the assets, financial condition and results of Roularta Media Group NV and the consolidated companies;
• the annual report gives a true and fair view of the development, the results and the position of Roularta Media Group NV and the consolidated companies, as well as a description of the main risks and uncertainties they are faced with.
Rik De Nolf, CEO | Jan Staelens, CFO
to the ordinary general meeting of shareholders of 19 May 2015 concerning the consolidated financial statements for the period ended 31 December 2014
This annual report should be read in conjunction with the audited financial statements of Roularta Media Group NV (hereinafter 'the Group') and the accompanying notes. These consolidated financial statements were approved by the board of directors on 20 March 2015. Roularta Media Group, with its registered offices at 8800 Roeselare, Meiboomlaan 33, has been listed on Euronext Brussels since 1998. Roularta Media Group operated in 2014 in Belgium, France and other European countries in the media business, in particular in magazines and newspapers (paid and free press), radio and TV, internet, line extensions, exhibitions and graphic production. Roularta Media Group is organised into two divisions, Printed Media and Audiovisual Media. Each of these two divisions includes a wide range of activities, which are centralised in a number of different departments, depending on their purpose as a product or offered service. Roularta Media Group's Printed Media division distinguishes itself from its competitors with a number of strong brands like De Streekkrant, De Zondag, Knack, Trends and Le Vif/ L'Express. In the audiovisual sector Roularta Media Group is the 50% owner of the shares of Medialaan (formerly Vlaamse Media Maatschappij), which operates in Belgium in radio (Q-music and JOE fm) and television (VTM, 2BE, VTMKZOOM, JIM and Vitaya).
The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB) and with the interpretations issued by the IASB's International Financial Reporting Interpretation Committee (IFRIC), which have been ratified by the European Commission.
The consolidated financial statements give a general overview of the Group's activities and the results obtained. They give a true and fair view of the entity's financial position, financial performance and cash flows, and have been prepared on the assumption that continuity is guaranteed.
| Income statement | in thousands of euros | 31/12/2014 | 31/12/2013(*) | Trend |
|---|---|---|---|---|
| Sales | 299,569 | 305,209 | -1.8% | |
| Adjusted sales (1) | 296,189 | 305,209 | -3.0% | |
| EBITDA (2) | 34,871 | 29,695 | +17.4% | |
| EBITDA - margin | 11.6% | 9.7% | ||
| REBITDA (3) | 39,339 | 34,622 | +13.6% | |
| REBITDA - margin | 13.1% | 11.3% | ||
| EBIT (4) | 21,930 | 15,116 | +45.1% | |
| EBIT - margin | 7.3% | 5.0% | ||
| REBIT (5) | 31,619 | 26,706 | +18.4% | |
| REBIT - margin | 10.6% | 8.7% | ||
| Net finance costs | -6,728 | -7,262 | -7.4% | |
| Operating result after net finance costs | 15,202 | 7,854 | +93.6% | |
| Current operating result after net finance costs | 24,891 | 19,444 | +28.0% | |
| Income taxes | -2,492 | 1,924 | +229.5% | |
| Net result from continuing operations | 12,710 | 9,778 | +30.0% | |
| Result from discontinued operations | -155,237 | -68,268 | -127.4% | |
| Attributable to minority interests | -50 | -581 | ||
| Attributable to equity holders of RMG | -142,477 | -57,909 | -146.0% | |
| Net result attributable to equity holders of RMG - margin | -47.6% | -19.0% | ||
| Current net result of the consolidated companies | 19,435 | 18,366 | +5.8% | |
| Current net result of the consolidated companies - margin | 6.5% | 6.0% | ||
| Balance sheet | 31/12/2014 31/12/2013 (**) | |||
| Fixed assets | 271,778 | 585,039 | -53.5% | |
| Current assets | 261,376 | 200,827 | +30.1% | |
| Balance sheet total | 533,154 | 785,866 | -32.2% | |
| Equity - Group's share | 143,277 | 287,053 | -50.1% | |
| Equity - minority interests | 2,475 | 11,415 | -78.3% | |
| Liabilities | 387,402 | 487,398 | -20.5% | |
| Liquidity (6) | 2.0 | 0.9 | +122.2% | |
| Solvency (7) | 27.3% | 38.0% | -28.2% | |
| Net financial debt | 82,027 | 80,423 | +2.0% | |
| Gearing (8) | 56.3% | 26.9% | +109.3% |
(*) Restated for retrospective application of IFRS 11 Joint Arrangements and application of IFRS 5 Discontinued Operations. (**) Restated for retrospective application of IFRS 11 Joint Arrangements.
(1) Adjusted sales = like-for-like, i.e. adjusted for changes in the consolidation scope.
(2) EBITDA = operating cash flow = EBIT + depreciations, write-downs and provisions.
(3) REBITDA = current operating cash flow = EBITDA + restructuring costs and one-off costs.
(4) EBIT = operating result (share in the result of associated companies and joint ventures included).
(5) REBIT = current operating result = EBIT + restructuring costs and one-off costs, depreciations, write-downs and provisions.
(6) Liquidity = current assets / current liabilities.
(7) Solvency = equity (Group's share + minority interests) / balance sheet total.
(8) Gearing = net financial debt / equity (Group's share + minority interests).
For 2014 as a whole, Roularta Media Group recorded a 13.6% increase in current operating cash flow (REBITDA).
At the end of 2014, the company decided to sell all its French activities. As a result of this decision those activities are regarded as discontinued at the end of 2014. To ensure comparability, the income statement for 31/12/2013 has been presented in this way.
Group sales fell by 1.8% (from EUR 305 to 300 million) while current result increased by 5.8% (from EUR 18.4 to 19.4 million).
The net result was negative (EUR -142.5 million) following impairments of EUR 146.0 million on the French titles, net from reversals of the related deferred tax liabilities. Under prevailing accounting rules, Roularta's most valuable assets, its brands and magazines, are not valued, as they are own creations. Only purchased titles are accounted for, as intangible assets.
Roularta ended 2014 with an 18.4% increase in REBIT.
In 2014 Roularta Media Group achieved combined sales of EUR 476.9 million, as against EUR 490.9 million in 2013 (-2.8%).
Adjusted sales in 2014 amounted to EUR 473.0 million compared with adjusted sales of EUR 488.5 million in 2013 (-3.2%).
The decrease in adjusted sales at Audiovisual Media was 5.2%, and 3.5% at Printed Media.
| Division | 31/12/2014 31/12/2013 | Trend | |
|---|---|---|---|
| Printed Media | 316,115 | 327,467 | -3.5% |
| Audiovisual Media | 158,227 | 166,943 | -5.2% |
| Intersegment sales | -1,292 | -5,892 | |
| Adjusted sales | 473,050 | 488,517 | -3.2% |
| Changes in the Group (*) | 3,861 | 2,337 | |
| Combined sales | 476,911 | 490,854 | -2.8% |
(*) Changes in the Group are eliminated to arrive at an adjusted sales figure, i.e. a sales figure that is comparable with 2013. The changes in the Group include the new participating interests in Roularta HealthCare and Roularta Business Leads.
The adjusted sales of the Printed Media division, that is free press, newspapers and magazines together, declined with 3.5% in 2014 to EUR 316.1 million.
Operating cash flow (EBITDA) rose from EUR 19.7 million to EUR 22.6 million. Non-recurring and restructuring costs were recorded. Current operating cash flow (REBITDA) increased from EUR 22.0 million to EUR 25.9 million (+17.6%).
Operating result (EBIT) rose from EUR 4.9 to 8.6 million. A current operating result (REBIT) of EUR 17.8 million was achieved compared with EUR 13.8 million in 2013.
The net result of the division Printed Media, attributable to equity holders of RMG, was a loss of EUR 157.5 million in 2014 as against a loss of EUR 69.5 million in 2013, while current net result fell from EUR 4.3 to 3.7 million.
Adjusted sales by the Audiovisual Media division fell from EUR 166.9 to 158.2 million (-5.2%).
Operating cash flow (EBITDA) increased by 18.3% from EUR 24.9 million to EUR 29.5 million, current operating cash flow (REBITDA) rose from EUR 26.9 million to EUR 29.9 million.
Operating result (EBIT) increased from EUR 18.4 to 23.9 million and current operating result (REBIT) increased from EUR 21.9 to 25.0 million. This gives a REBIT margin of 15.8% compared with 13.0% in 2013.
The net result of the division Audiovisual Media amounted to EUR 15.0 million in 2014 compared with EUR 11.4 million in 2013, while current net result was up by 12.1% from EUR 14.1 to 15.8 million.
Equity at 31 December 2014 was EUR 145.8 million compared with EUR 298.5 million at 31 December 2013. The primary reason for this change is the write-down on the French activities.
At 31 December 2014, net financial debt amounted to EUR 82.0 million. This gives a net financial debt/EBITDA ratio of 2.35.
Total investments amounted in 2014 to EUR 18.2 million, of which EUR 4.2 million in intangible assets (mainly software), EUR 3.2 million in tangible assets and EUR 10.8 million in acquisitions. The latter mainly relates to acquisitions of the remaining 50% stake in Roularta HealthCare NV and Roularta Business Leads NV, an additional investment in Proxistore NV and the acquisition of the non-controlling interest in Roularta Printing NV and De Streekkrant-De Weekkrantgroep NV.
Since the end of the financial year the following main event has occurred:
• On 11 February 2015, an intention to sell document was signed with the group of Patrick Drahi and partners. Given the consultation/information procedure and pending the opinion of the Works Council and the agreement of the Competition Authority, the sale is expected to be finalised in May/June 2015.
Otherwise no major events have occurred which significantly affect the results and the financial position of the company.
We do not foresee any notable circumstances that can significantly influence the future development of Roularta Media Group.
As a multimedia company Roularta Media Group operates in various high-tech sectors. Within these it is constantly seeking new opportunities, with a reputation as a major innovator.
Roularta Media Group attaches paramount importance to research and development. These efforts obviously benefit the Group's own internal operating processes, but in many cases also drive fundamental market developments.
In the field of Printed Media, Roularta Media Group has provided the impetus for various Belgian and international standards that describe the methods of preparing digital data for print and the electronic exchange of the accompanying order information. Far-reaching standardisation of these digital workflows is essential for good quality control. Roularta Media Group wants to continue to play a major pioneering role in this field.
The Group uses exchange rate contracts to hedge the risk of changes in the fair market value of a recognised asset or liability, or an unrecognised definite commitment, within the scope of its commercial activities. These contracts are regarded as fair value hedges as defined in International Accounting Standard (IAS) 39; they have been stated at market value and booked as current assets or short-term liabilities under the 'financial derivates' heading.
To hedge risks with respect to adverse interest rate fluctuations, the Group uses financial instruments, namely Interest Rate Swap (IRS) contracts. In accordance with the requirements defined in IAS 39, some of the contracts were regarded as cash flow hedging contracts. Market values of these contracts are recognised directly in equity. The other contracts are not regarded as hedging contracts under the conditions set forth in IAS 39. Fluctuations of market values of these contracts are recognised in the income statement.
Please refer to the chapter Environment, Prevention and Well-being in the 2014 annual report.
As at 31 December 2014, the Group had 1,392 full-time equivalent (FTE) employees, compared with 1,434 full-time equivalent (FTE) employees the previous year. These figures exclude joint ventures and the French activities. Including the joint ventures, the Group had 1,840 full-time equivalent (FTE) employees at 31 December 2014.
Changes in general, global or regional economic conditions or economic conditions in areas where the Group operates and which could impact consumers' consumption patterns, can negatively impact the Group's operating results.
The media market is constantly changing. The profit generated by the Group is largely determined by the advertising market, the readers market and viewing and listening figures.
The Group tracks market developments in the media world so that it can capitalise at all times on changes and new trends in the environment in which the company operates.
Thanks to the Group's multimedia offer, it can suitably respond to a shift in focus in the advertising world and on the part of its readership from one form of media to another.
Strategic risk associated with markets and growth The Group may be faced with unfavourable market conditions or unfavourable competitive developments.
The various costs that to a large extent determine the
total cost in the Printed Media division, such as printing, distribution, staff, and promotion costs, can fluctuate according to the economic situation.
The evolution of international paper prices is uncertain and may adversely affect the business, operating results and/ or financial position of the Group if price increases cannot be passed on in time to its customers. To manage the paper price risk, the Group concludes periodical contracts for newspaper and for magazine paper.
Disturbances or disruptions of the IT system The Group is exposed to potential disturbances or disruptions in its computer systems.
Computer systems are a central part of the Group's business. A disturbance in the Group's computer systems due to malfunctioning, malicious attacks, viruses or other factors could seriously impact various aspects of its activities, including but not limited to sales, customer service and administration.
Computer system disturbances can have an adverse effect on the Group's activities or operating results. To date, the company has not experienced substantial problems with its computer systems. Year after year the Group invests substantial means to optimise its IT systems and to reduce possible disturbances.
Risks associated with intellectual property
The enforcement of intellectual property rights is costly and uncertain. The Group can not guarantee that it will be successful in preventing abuse of its intellectual property rights.
Risk of reduced brand recognition or negative brand image
The Group's position could be significantly adversely affected if brand recognition were significantly to reduce or if the Group's leading brands, publications and products were to suffer reputational damage.
Risk of non-renewal of licences for TV and radio activities
The Group has the necessary approvals for undertaking its radio and television activities in Belgium. An inability to extend these could potentially negatively impact the Group's financial position and/or results.
Risks related to current and future acquisitions In takeover situations, the Group is exposed to risks related to the integration of the entities acquired.
The Group needs to develop new applications on an ongoing basis. Without this, it runs the risk of falling behind its competitors and being unable to catch up again, which could negatively impact the Group's financial position and/ or results.
The Group is exposed to a currency risk with respect to the USD. The identified currency risks relate to the (expected) purchases in USD in the Audiovisual Media segment and to activities outside the euro-zone. In addition, the Group incurs to a certain extent foreign currency risks related to its operational activities.
With regard to the purchases and the firm commitments to purchase film rights in USD in the Audiovisual Media segment, the Group uses foreign exchange contracts to hedge the risk of changes in the fair value of a recognised asset or liability, or a non-recognised definite undertaking in the context of its commercial activities.
Despite these foreign exchange contracts, fluctuations in the USD can have a limited impact on the Group's operating results.
The operating currency risks from activities outside the euro-zone, that is Serbia, are very limited. The net cash flows from and to this entity, and their timing, is such that no significant currency positions arise from them.
The Group's level of debt and the related interest expense can have a major influence on the Group's result and/or the financial position. In order to hedge the risks of unfavourable interest rate fluctuations the Group uses financial instruments.
The Group is exposed to the credit risk on its customers, which could lead to credit losses. To control this credit risk, credit investigations are performed on customers which request major credit facilities. Where the outcome is negative, credit is refused or restricted.
In addition, the Group also uses trade finance instruments, such as letters of credit, to cover part of its credit risk and credit insurances are concluded for a small percentage of foreign clients of the printing works.
There is no significant concentration of credit risks with a single counterparty.
Despite the Group's intention of limiting its credit risk, it can face a deterioration of the creditworthiness of its customers. Any failure to conclude a credit insurance policy with respect to certain customers can have a material adverse effect on the Group's business, financial condition and/or results.
The company's lenders, the lenders of the convertible debenture not included, have imposed covenants relating to the debt ratio (net financial debt/EBITDA), interest coverage (EBITDA/net finance costs), gearing (net debt/equity), solvency and dividends.
Any breach of covenants could lead to the Group's financial debts being immediately due and payable.
The Group's indebtedness and the restrictions agreed upon in the financing agreements may adversely affect the Group's liquidity position.
The Group expects to meet its obligations through operating cash flows. In addition, the Group has various short-term credit lines that form an additional working capital buffer. There is for these credit facilities by the lenders no specific maturity guaranteed.
The Group is constantly seeking to optimise its capital structure (mix of debt and equity). The main objective of the capital structure is to maximise shareholder value while maintaining the desired financial flexibility for implementing strategic projects.
An impairment loss is recognised when the book value of an asset, or the cash-generating unit to which the asset belongs, is higher than the recoverable amount. This recoverable amount is determined on the basis of business plans prepared by management and approved by the board of directors. The Group points to the sensitive nature of these business plans. When, owing to market circumstances, the assumptions contained in the aforementioned business plans cannot be achieved, impairments are recognised in the profit and loss account, with an effect on the net income and shareholders' equity of the Group.
A detailed description of the impairment tests, including sensitivity, is included in Note 15 to the consolidated financial statements.
currently pending. For these disputes, mostly provisions were set up. The Group can not guarantee that it will not in future face material litigation by third parties in relation to published articles, other forms of communication and more in general the activities of the Group.
A detailed description of the most important pending disputes is included in Note 26 to the consolidated financial statements.
The Board of Directors
DIRECTORS' REPORT / ANNUAL REPORT 2014
At the initiative of the audit committee, work has begun on developing a risk management system. Based on the KAPLAN method, it divides the identified risks into three types: preventable, strategic and external. These risks are then further divided into categories and finally assessed based on both the likelihood of the risk occurring and on its impact.
Pentana, an audit software, is used for effectively managing the identified risks. The post of internal auditor is currently vacant. Until such time as a replacement is recruited, the company is using external auditors (other than Deloitte) for auditing various Group business units and departments.
The capital of the company amounted to EUR 203,225,000.00 and is represented by 13,141,123 similar shares with the same rights.
The shareholding structure is as follows:
| Date of notification |
Number of shares |
% | |
|---|---|---|---|
| Koinon Comm.VA (1) | 16/03/2015 7,372,877 | 56.11% | |
| Cennini NV (1) | 16/03/2015 2,022,136 | 15.39% | |
| Bestinver Gestión S.G.I.I.C. S.A. |
02/03/2015 1,306,190 | 9.94% | |
| Treasury shares | 657,850 | 5.00% | |
| Individual and institutional investors |
1,782,070 | 13.56% |
(1) Comm.VA Koinon and NV Cennini have given a notification, in their capacity as persons acting in consort who have concluded an agreement concerning the ownership, acquisition and transfer of securities.
All treasury shares held in portfolio by the company have no voting rights as long as they remain in the treasury portfolio.
Each share entitles its holder to one vote, under Article 33 of the articles of association, on the understanding that no one person may vote at the general meeting in respect of more than thirty-five per cent (35%) of the number of votes attached to all the shares issued by the company. Several shareholders whose securities, according to the criteria laid down in Article 6 § 2 of the Law of 2 May 2007 on disclosure of major holdings in issuers whose shares are admitted to trading on a regulated market, are joined together, cannot vote, either, at the general meeting, in respect of more than thirty-five per cent (35%) of the number of votes attached to all the shares issued by the company. The restrictions do not, however, apply if the vote relates to an amendment of the articles of association of the company or to decisions for which, under the Companies Code, a special majority is required.
A shareholder agreement has been concluded between shareholders Comm.VA Koinon and NV Cennini, restricting the transfer of securities.
The articles of association and the Corporate Governance Charter of Roularta Media Group include specific provisions on the (re)appointment, training and evaluation of directors. Directors are appointed for a maximum period of four years by the general meeting of shareholders, that can remove them at any time. A resolution to appoint or dismiss requires a simple majority of votes. Should a directorship fall prematurely vacant, the remaining directors can themselves appoint (co-opt) a new director. In this case, the next general meeting proceeds to the final appointment.
The articles of association of NV Roularta Media Group give Comm.VA Koinon a binding right of nomination. Based on this nomination right, the majority of the directors are appointed from candidates put forward by Comm.VA Koinon as long as the latter holds, directly or indirectly, at least thirty-five percent of the shares of the company.
As a multimedia company Roularta Media Group sets out to create value for its readers, viewers, listeners, advertising customers, employees and shareholders.
In the light of this task, Roularta Media Group NV, as a listed Belgian company, subscribes to the Belgian Corporate Governance Code (2009) as its reference code.
The board believes that observing as closely as possible the principles set out in the Corporate Governance Charter will lead to more efficient, more transparent governance and better risk management and control of the company. Roularta Media Group's aim in so doing is to maximise value for its shareholders, its stakeholders and its institutional investors.
The Corporate Governance Charter, which is published on the company's website (www.roularta.be/en/investorinfo), sets out in an exhaustive and transparent fashion how Roularta Media Group is governed and how account for this governance is rendered. The Corporate Governance Charter of NV Roularta Media Group was approved by the board of directors and is regularly updated.
Roularta Media Group has set up a risk assessment and internal control system in line with the requirements of the 2009 Belgian Corporate Governance Code.
The internal control of Roularta Media Group is based on the COSO ERM model (version 1) and is designed to provide reasonable assurance regarding the achievement of the objectives of the company. This implies, among other things, recognising and managing both operational and financial risks, compliance with laws and regulations, and monitoring reporting.
A key element in risk management is the annual budget exercise, consisting of multiple consultations and discussions on business risks, the strategy, business plans and intended results. The final result is a set of objectives and targets, together with projects which should contribute to the better management or control of risks.
Continuous monitoring, primarily on the basis of built-in controls in a highly automated operational environment, ensures the prevention or timely detection of potential risks. The security of IT systems is crucial in this. Particular attention is paid here to:
Besides IT-technical control, operational risk management is mainly characterised by the following measures:
Risk management in terms of financial reporting consists primarily of:
Many processes within Roularta Media Group are automated. An important component of automation consists of risk management with a focus on accuracy, completeness, consistency, timeliness and authentication/authorisation of information.
[*] Part of the annual report of the board of directors.
» Mr Marc Verhamme, permanent representative of SPRL Mandatum (2018) was until 1994 CEO of the North and North-West European fresh produce division of Danone. Mr Marc Verhamme is today an industrialist and owns a number of SMEs producing organic food products like yoghurt and fresh cheese,... with brands such as MIK and Pur Natur.
The term of office of Mr Francis De Nolf, permanent representative of NV Alauda, expires at the general meeting of 19 May 2015. On the advice of the appointments and remuneration committee a recommendation will be made to the upcoming general meeting to reappoint NV Alauda, represented by its permanent representative Mr Francis De Nolf, as a director for a four-year term until the 2019 general meeting.
The board of directors met eight times during 2014 to discuss the company's results, the Group's multi-annual plan and the following year's budget.
Attendance of individual board members in 2014:
| Executive director and CEO | |
|---|---|
| Rik De Nolf | 8 |
| Non-executive directors | |
| Lieve Claeys | 8 |
| Francis De Nolf | 8 |
| Baron Hugo Vandamme, Chairman | 8 |
| Joris Claeys | 8 |
| Caroline De Nolf | 8 |
| Independent, non-executive directors | |
| Carel Bikkers | 8 |
| Marleen Vaesen (until the general meeting of 20/05/2014) | 3 |
| Koen Dejonckheere (since the general meeting of 20/05/2014) |
5 |
| Marc Verhamme | 8 |
During the past year there was also a meeting of the independent directors. For 2015, six board meetings are planned.
The audit committee consists solely of independent directors. The expertise in accounting and auditing of Mr Carel Bikkers, chairman of the audit committee, is evident among other things from his former position as a senior manager of the Dutch media group Audax and from his board member/ supervisor mandate in a number of Dutch companies.
The audit committee met four times in 2014. During these meetings the audit committee controlled the integrity of the financial information of the company, closely monitored the activities of the internal and external auditor, and where it deemed necessary, made recommendations in these respects to the board of directors.
At the invitation of the chairman, the audit committee was attended by the statutory auditor (Deloitte Bedrijfsrevisoren BV o.v.v.e. CVBA, represented by Frank Verhaegen and Kurt Dehoorne), the CEO, Rik De Nolf and the CFO, Jan Staelens.
Attendance at audit committee meetings in 2014:
| Carel Bikkers, Chairman | 4 |
|---|---|
| Marleen Vaesen (until the general meeting of 20/05/2014) | 2 |
| Marc Verhamme | 4 |
The board of directors has used the opportunity as provided in the Corporate Governance Code to establish a single, joint appointments and remuneration committee.
The appointments and remuneration committee consists solely of non-executive directors (3), including two independent directors, and has the necessary expertise in the area of remuneration policy.
The CEO participates in the meetings of the appointments and remuneration committee in an advisory capacity (cf. Article 526 quater of the Companies Code).
The HR director of the Group is also invited to attend the meetings of the appointments and remuneration committee.
The appointments and remuneration committee met two times during 2014. The main item on its agenda was: preparing the remuneration report and reviewing the remuneration and bonus policy of the executive management and the composition of the board of directors and its committees.
Decisions to amend the articles of association are subject to special quorum and majority requirements. Any decision to amend the articles of association requires the presence, in person or by proxy, of shareholders representing at least half of the share capital and the approval of at least three fourths of the capital present or represented at the meeting. If the quorum is not met, then a second meeting must be convened, at which the quorum requirement does not apply. The requirement of a special majority remains, however.
The board of directors is expressly authorised, in the case of public takeover bids on securities of the company, to increase the share capital within the limits provided by Article 607 of the Companies Code by issuing shares not exceeding 10% of the existing shares at the time of such public bid. This authorisation was granted by the extraordinary general meeting of 20 May 2014 for a term of three years.
The company may acquire, divest or pledge its own shares, profit certificates or other certificates relating hereto, to the extent that the relevant statutory provisions are complied with. The board of directors is expressly authorised, without a resolution of the general assembly, to acquire and hold its own shares if necessary to avoid imminent and serious harm to the company. This authorisation was granted by the extraordinary general meeting of 15 May 2012 for a period of three years, starting on 11 June 2012, being the date of publication in the annexes to the Belgian Official Gazette of the authorisation, and may be renewed.
RMG is a party to the following material agreements which change or terminate with a change of control following a takeover bid:
In the context of the Law of 1 April 2007 concerning public takeover bids, Comm.VA Koinon, as the direct holder of 7,372,877 shares, updated its registration with the FSMA on 25 August 2014 pursuant to Article 74 § 6 of the abovementioned law.
Comm.VA Koinon is a subsidiary of the Stichting Administratiekantoor Cerveteri, which is controlled by Mr Rik De Nolf.
Board of directors
The board of directors of NV Roularta Media Group has nine members:
or indirectly, on the basis of insider information, in financial instruments issued by Roularta Media Group.
The starting point of the compensation and benefits policy for (executive and non-executive) management is the attraction and retention of qualified managers with the required background and experience in terms of the various elements of corporate policy. To achieve this starting point, the compensation and benefits policy is market competitive and takes into account the company's size and complexity using reference data where possible.
Non-executive directors and executive directors in their capacity as directors receive only a fixed remuneration as compensation for their membership of the board of directors and their attendance at the board meetings and the meetings of the committees of which they are members.
The level of directors' remuneration is determined taking into account their role as a normal director, their specific roles as chairman of the board, chair or member of a committee, as well as the resulting responsibilities and time demands.
Non-executive directors receive no performance-related remuneration such as bonuses, long-term incentive programmes, benefits in kind or pension plans. Nor are options or warrants allotted to non-executive directors. There are no contributions to pensions or similar benefits for directors. The provisions concerning the remuneration of the non-executive directors apply equally to executive directors in their capacity as directors.
The chairman of the board of directors and executive director Rik De Nolf were each granted a fixed remuneration of EUR 100,000. The vice-chairman of the board receives a fixed remuneration of EUR 50,000. Each other board member receives a fixed remuneration of EUR 10,000, plus a fee per board meeting of EUR 2,500; members of board committees (the audit committee and the appointments and remuneration committee) receive an additional fee per meeting of EUR 2,500, the chairman of the audit committee an additional EUR 5,000 fee per meeting of this committee. The directors' remuneration policy will not be changed in the coming financial year.
| Fixed | Attend ance fee |
||
|---|---|---|---|
| Hugo Vandamme permanent representative of NV HRV – Chairman of the board of directors |
Non executive |
EUR 100,000.00 |
_ |
| Rik De Nolf permanent representative of Comm.VA Koinon – Managing Director |
Executive | EUR 100,000.00 |
_ |
| Marc Verhamme (1) permanent representative of SPRL Mandatum – Vice-Chair man of the board of directors – member audit committee – Chairman appointments and remuneration committee |
Non executive |
EUR 40,000.00 |
EUR 15,000.00 |
| Carel Bikkers permanent representative of BV Carolus Panifex Holding – Chairman audit committee – member appointments and remuneration committee |
Non executive |
EUR 10,000.00 |
EUR 45,000.00 |
| Joris Claeys permanent representative of NV De Meiboom |
Non executive |
EUR 10,000.00 |
EUR 20,000.00 |
| Lieve Claeys | Non executive |
EUR 10,000.00 |
EUR 20,000.00 |
| Caroline De Nolf permanent representative of NV Verana |
Non executive |
EUR 10,000.00 |
EUR 20,000.00 |
| Francis De Nolf permanent representative of NV Alauda |
Non executive |
EUR 10,000.00 |
EUR 20,000.00 |
| Koen Dejonckheere (2) permanent representative of NV Invest at Value |
Non executive |
EUR 7,500.00 |
EUR 12,500.00 |
| Marleen Vaesen (3) permanent representative of BVBA Mavac – member audit committee |
Non executive |
EUR 2,500.00 |
EUR 12,500.00 |
(1) Since the general meeting of 20/05/2014 Vice-Chairman of the board of directors. The fixed fee given in the table consists of EUR 2,500 (pro rata fixed director's fee until the general meeting of 20/05/2014) + EUR 37,500 (pro rata fixed fee as Vice-Chairman of the board of directors). The attendance fees relate to one audit committee meeting, three board meetings, and one appointments and remuneration committee meeting before the general meeting of 20/05/2014. (2) Term from 20/05/2014 general meeting – pro rata fixed fee. (3) Term until general meeting 20/05/2014 – pro rata fixed fee and attendance fees for two audit committee and three board meetings.
Attendance at appointments and remuneration committee meetings in 2014:
| Marc Verhamme, Chairman | 2 |
|---|---|
| Baron Hugo Vandamme | 2 |
| Carel Bikkers | 2 |
Every year the board of directors undertakes a review, led by the chairman and assisted by the appointments and remuneration committee, of its size, composition, functioning and interaction with executive management. This assessment has four objectives: (i) assessing the operation of the board of directors; (ii) examining whether important issues are thoroughly prepared and discussed; (iii) assessing the actual contribution of each director to the activities of the board of directors, on the basis of his or her presence at board and committee meetings and his or her constructive involvement in discussions and decision-making; (iv) establishing a comparison between the current composition of the board of directors and the pre-defined desired composition of the same.
Every year the non-executive directors assess their interaction with senior management and, where appropriate, make proposals to the chairman of the board of directors for improving this interaction.
The contribution of each director is reviewed at regular intervals. In the event of a reappointment, the engagement and the effectiveness of the director is evaluated.
The executive management of Roularta Media Group consists of the executive management committee, the Belgian management team and the French management team.
In the past year there were no changes in the Belgian and French management teams.
There were in the course of the financial year no conflicts of interest of a financial nature giving rise to the application of Article 523 of the Companies Code.
Taking into account the principles and guidelines contained in the Belgian Corporate Governance Code, the company has developed a policy on transactions and other contractual relationships between the company, including affiliated companies, and its directors and members of the executive management not covered by the statutory conflict of interests rules.
A transaction or a contractual relationship of any kind is deemed to exist between the company and its directors and/ or members of its executive management when:
The director or member of the executive management concerned shall provide the board with all possible relevant information relating to the conflict of interests. He or she shall refrain from participating in the discussion and decision-making on this agenda item.
The board of directors confirms that in the past year no such transactions have taken place and no situations have arisen giving rise to the application of the above procedure.
The protocol to avoid abuse of insider information prohibits directors, members of the management team, other members of staff or external persons employed by the company, who, by the nature of their function come into contact with confidential information, from trading, directly
law that applies, except for the managing director and the financial director with whom contractual agreements have already been made regarding the period of notice that must be observed. With respect to the managing director, the period of notice is 12 months, and for the financial director a minimum period of notice of 12 months and a maximum period of 15 months must be observed.
| Year of allotment |
Number of options allotted |
Exercice price (in EUR) |
First exercise period |
Last exercise period |
|---|---|---|---|---|
| 2002 | 2,000 | 21.93 | 01/01-31/12/2006 | 01/01-31/12/2015 |
| 2006 | 77,000 | 53.53 | 01/01-31/12/2010 | 01/01-31/12/2021 |
| 2008 | 65,000 | 40.00 | 01/01-31/12/2012 | 01/01-31/12/2023 |
| 2009 | 76,000 | 15.71 | 01/01-31/12/2013 | 01/01-31/12/2019 |
| 220,000 |
Remuneration of members of executive management The remuneration of the members of executive management is set by the board of directors based on the recommendation of the appointments and remuneration committee. The level and structure of the remuneration of the executive management need to enable the company to attract, retain and continually motivate qualified and skilled managers, taking into account the nature and scope of their individual responsibilities.
The amount and structure of the basic remuneration of the executive management is regularly reviewed for its compliance with market conditions by a specialist (international) salaries and benefits consultancy. The company is assuming that the remuneration policy for members of the executive management will remain unchanged for the next two years unless testing against market practice shows that changes are urgently needed.
In 2014, the remuneration policy of the members of the executive management did not change from that of previous years. The remuneration of the executive management consists of:
possible no earlier than the third calendar year after subscription;
• extra-legal ('fringe') benefits, consisting of a group insurance (employer's contribution is 3.75% of the annual remuneration), a company car with fuel card in accordance with the company's car policy, luncheon vouchers (employer's contribution of EUR 4.91/day worked) and hospitalisation and disability insurance.
The CEO, Comm.VA Koinon with Mr Rik De Nolf as its permanent representative, received in 2014 a gross fixed remuneration of EUR 631,568.36. The remuneration package for the CEO does not include shares, share options or warrants, nor are the pension contributions included.
The other members of the executive management (executive management committee members and members of the Belgian and French management teams) together received:
In the table on the following page you can find an overview of the stock options plans members of the executive management participated in, with their most significant terms including the exercise price and the expiration period.
During 2014, no stock options or warrants were granted to members of the executive management. No options or warrants were exercised during the past year by members of the executive management.
In the course of 2014, 5,150 warrants allocated to members of executive management under a 2001 warrant plan and 3,300 options from a 2001 option plan were declared lapsed with the ending of the last exercise period.
The severance pay for members of executive management is estimated on the basis of the Belgian or French employment
| in thousands of euros | Note | 2014 | 2013(*) | |
|---|---|---|---|---|
| Sales | 3 | 299,569 | 305,209 | |
| Own construction capitalised | 504 | 523 | ||
| Raw materials, consumables and goods for resale | -82,532 | -85,237 | ||
| Services and other goods | 4 | -105,335 | -110,786 | |
| Personnel | 5 | -93,112 | -94,565 | |
| Depreciation, write-down and provisions | -12,991 | -15,400 | ||
| Depreciation and write-down of intangible and tangible assets | -8,793 | -8,656 | ||
| Write-down of inventories and debtors | 6 | 564 | -178 | |
| Provisions | -4,762 | -6,566 | ||
| Impairment losses | 0 | 0 | ||
| Other operating income | 7 | 7,711 | 7,804 | |
| Other operating expenses | 7 | -7,174 | -4,757 | |
| Restructuring costs | 8 | -2,727 | -2,529 | |
| Share in the result of associated companies and joint ventures | 17 | 18,017 | 14,854 | |
| Operating result - EBIT | 21,930 | 15,116 | ||
| Financial income | 9 | 1,105 | 2,249 | |
| Financial expenses | 9 | -7,833 | -9,511 | |
| Operating result after net finance costs | 15,202 | 7,854 | ||
| Income taxes | 10 | -2,492 | 1,924 | |
| Net result from continuing operations | 12,710 | 9,778 | ||
| Result from discontinued operations | 11 | -155,237 | -68,268 | |
| Net result of the consolidated companies | -142,527 | -58,490 | ||
| Attributable to: | ||||
| Minority interests | -50 | -581 | ||
| Equity holders of Roularta Media Group | -142,477 | -57,909 | ||
| Earnings per share | ||||
| From continuing and discontinued operations | ||||
| Basic earnings per share | 13 | -11.41 | -4.64 | |
| Diluted earnings per share | 13 | -11.41 | -4.64 | |
| From continuing operations | ||||
| Basic earnings per share | 13 | 1.02 | 0.83 | |
| Diluted earnings per share | 13 | 1.02 | 0.83 |
(*) Restated for retrospective application of IFRS 11 Joint Arrangements and application of IFRS 5 Discontinued Operations.
| in thousands of euros | Note | 2014 | 2013(*) | |||
|---|---|---|---|---|---|---|
| Net result of the consolidated companies | -142,527 | -58,490 | ||||
| Other comprehensive income of the period | ||||||
| Other comprehensive income to be reclassified to profit or loss in subsequent periods | ||||||
| Exchange differences | 13 | 9 | ||||
| Cash flow hedges 32 |
287 | |||||
| Deferred taxes relating to other comprehensive income | 0 | -97 | ||||
| Other comprehensive income not to be reclassified to profit or loss in subsequent periods | ||||||
| Non-current employee benefits - actuarial gain / loss | -2,523 | 17 | ||||
| Deferred taxes relating to other comprehensive income | 330 | 50 | ||||
| Other comprehensive income of the period | -2,180 | 266 | ||||
| Total comprehensive income | -144,707 | -58,224 | ||||
| Attributable to: | ||||||
| Minority interests | -50 | -581 | ||||
| Equity holders of Roularta Media Group | -144,657 | -57,643 | ||||
| (*) Restated for retrospective application of IFRS 11 Joint Arrangements and application of IFRS 5 Discontinued Operations. | ||||||
| ASSETS in thousands of euros |
||||||
| Note | 31/12/2014 | 31/12/2013(*) restated for IFRS 11 |
01/01/2013(*) opening balance sheet restated for IFRS 11 |
|||
| Non-current assets | 271,777 | 585,039 | 637,309 | |||
| Intangible assets | 15 | 87,629 | 392,242 | 406,076 | ||
| Goodwill | 15 | 5 | 5 | 30,063 | ||
| Property, plant and equipment | 16 | 60,923 | 65,316 | 72,902 | ||
| Investments accounted for using the equity method | 17 | 117,333 | 120,817 | 121,964 | ||
| Available-for-sale investments, loans, guarantees | 18 | 4,646 | 4,031 | 4,345 | ||
| Trade and other receivables | 19 | 40 | 1,873 | 1,729 | ||
| Deferred tax assets | 20 | 1,201 | 755 | 230 | ||
| Current assets | 261,377 | 200,827 | 225,025 | |||
| Inventories | 21 | 6,154 | 9,546 | 11,616 | ||
| Trade and other receivables | 19 | 66,130 | 137,549 | 136,591 | ||
| Tax receivable | 547 | 436 | 284 | |||
| Financial derivatives | 32 | 0 | 0 | 787 | ||
| Short-term investments | 22 | 826 | 22,924 | 42,828 | ||
| Cash and cash equivalents | 22 | 32,993 | 21,881 | 23,794 | ||
| Deferred charges and accrued income | 2,794 | 8,491 | 9,125 | |||
| Assets held for sale | 12 | 151,933 | 0 | 0 |
(*) We refer to Note 17: effect application of IFRS 11.
| LIABILITIES | in thousands of euros | Note | 31/12/2014 | 31/12/2013(*) restated for IFRS 11 |
01/01/2013(*) opening balance sheet restated for IFRS 11 |
|---|---|---|---|---|---|
| Equity | 145,752 | 298,468 | 356,955 | ||
| Group's equity | 143,277 | 287,053 | 344,689 | ||
| Issued capital | 23 | 203,225 | 203,225 | 203,225 | |
| Treasury shares | 23 | -24,647 | -24,647 | -24,647 | |
| Retained earnings | -36,955 | 104,203 | 162,122 | ||
| Other reserves | 23 | 1,574 | 4,205 | 3,931 | |
| Translation differences | 80 | 67 | 58 | ||
| Minority interests | 2,475 | 11,415 | 12,266 | ||
| Non-current liabilities | 161,551 | 253,661 | 248,522 | ||
| Provisions | 25 | 16,836 | 28,869 | 7,400 | |
| Employee benefits | 27 | 4,193 | 8,365 | 9,553 | |
| Deferred tax liabilities | 20 | 27,125 | 96,730 | 104,236 | |
| Financial debts | 28 | 113,360 | 119,521 | 127,135 | |
| Trade payables | 29 | 0 | 2 | 19 | |
| Other payables | 29 | 37 | 174 | 179 | |
| Current liabilities | 225,851 | 233,737 | 256,857 | ||
| Financial debts | 28 | 2,486 | 5,707 | 18,640 | |
| Trade payables | 29 | 66,844 | 123,021 | 126,766 | |
| Advances received | 29 | 19,800 | 40,387 | 43,799 | |
| Employee benefits | 29 | 14,770 | 31,377 | 32,762 | |
| Taxes | 29 | 3,004 | 1,890 | 2,964 | |
| Other payables | 29 | 15,941 | 24,966 | 24,843 | |
| Financial derivatives | 32 | 293 | 852 | 1,837 | |
| Accrued charges and deferred income | 29 | 5,691 | 5,537 | 5,246 | |
| Liabilities directly associated with assets held for sale | 12 | 97,022 | 0 | 0 | |
| Total liabilities | 533,154 | 785,866 | 862,334 |
(*) We refer to Note 17: effect application of IFRS 11.
| in thousands of euros | Note | 2014 | 2013(*) |
|---|---|---|---|
| Cash flow relating to operating activities | |||
| Net result of the consolidated companies | -142,578 | -58,565 | |
| Share in the results of associated companies and joint ventures | 17 | -18,270 | -14,778 |
| Income tax expense / income | 10 & 11 | -66,801 | -6,473 |
| Interest expenses | 7,862 | 8,992 | |
| Interest income (-) | -566 | -1,809 | |
| Losses / gains on disposal of intangible assets and property, plant and equipment | 242 | 470 | |
| Losses / gains on disposal of business | -1 | 0 | |
| Dividends received from associated companies and joint ventures | 22,264 | 16,769 | |
| Non-cash items | 220,399 | 76,327 | |
| Depreciation of (in)tangible assets | 15 & 16 | 10,705 | 10,712 |
| Impairment losses | 15 | 215,615 | 44,997 |
| Share-based payment expense | 5 | -438 | 31 |
| Losses / gains on non-hedging derivatives | 9 | -558 | 89 |
| Increase / decrease in provisions | -4,103 | 19,473 | |
| Unrealised exchange loss / gain | 1 | 0 | |
| Other non-cash items | -823 | 1,025 | |
| Gross cash flow relating to operating activities | 22,551 | 20,933 | |
| Increase / decrease in current trade receivables | 17,693 | 2,206 | |
| Increase / decrease in current other receivables and deferred charges and accrued income | 10,256 | -1,900 | |
| Increase / decrease in inventories | 1,208 | 2,260 | |
| Increase / decrease in current trade payables | -22,541 | -4,618 | |
| Increase / decrease in other current liabilities | -2,454 | -5,063 | |
| Other increases / decreases in working capital (a) | 805 | -365 | |
| Increase / decrease in working capital | 4,967 | -7,480 | |
| Income taxes paid | -564 | -2,666 | |
| Interest paid | -7,390 | -8,862 | |
| Interest received | 1,164 | 1,756 | |
| NET CASH FLOW RELATING TO OPERATING ACTIVITIES (A) | 20,728 | 3,681 |
(*) Restated for retrospective application of IFRS 11 Joint Arrangements.
(a) Increases and decreases in non-current other payables, non-current trade payables, provisions, non-current employee benefits and accrued charges and deferred income.
| Cash flow relating to investing activities | ||
|---|---|---|
| Intangible assets - acquisitions 15 |
-4,218 | -3,445 |
| Tangible assets - acquisitions 16 |
-3,215 | -1,746 |
| Intangible assets - other movements | -31 | -95 |
| Tangible assets - other movements | 85 | 2,853 |
| Net cash flow relating to acquisition of subsidiaries 33 |
-10,600 | -1,931 |
| Net cash flow relating to disposal of subsidiaries | 637 | 341 |
| Available-for-sale investments, loans, guarantees - acquisitions 18 |
-456 | -301 |
| Available-for-sale investments, loans, guarantees - other movements | -2,476 | 552 |
| Increase / decrease in short-term investments | 21,486 | 19,365 |
| NET CASH FLOW RELATING TO INVESTING ACTIVITIES (B) | 1,212 | 15,593 |
| Cash flow relating to financing activities | ||
| Treasury shares | 0 | 0 |
| Other changes in equity | -153 | -186 |
| Proceeds from current financial debts | 0 | 2,356 |
| Redemption of current financial debts | -4,691 | -19,237 |
| Proceeds from non-current financial debts | 0 | 1,200 |
| Redemption of non-current financial debts | -4,055 | -5,176 |
| Decrease in non-current receivables | 0 | 1 |
| Increase in non-current receivables | -169 | -145 |
| NET CASH FLOW RELATING TO FINANCING ACTIVITIES (C) | -9,068 | -21,187 |
| TOTAL DECREASE / INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C) | 12,872 | -1,913 |
| Cash and cash equivalents, beginning balance | 21,881 | 23,794 |
| Cash and cash equivalents, ending balance | 34,753(**) | 21,881 |
| Net decrease / increase in cash and cash equivalents | 12,872 | -1,913 |
(**) Including cash and cash equivalents presented as assets held for sale, see Note 12.
Net cash flow from operating activities is € 20.7 million compared with € 3.7 million in 2013. Gross cash flow increased with € 1.6 million whereas the change in working capital (+€ 5.0 million, compared with -€ 7.5 million in 2013) also contributed to the overall increase in net cash flow from operating activities. Net cash flow from investments amounted to +€ 1.2 million in 2014 compared with +€ 15.6 million in 2013, the decrease being mostly due to increased spending on acquisitions of subsidiaries. Financing activities generated a net cash outflow of € 9.1 million compared to € 21.2 million in 2013. These outflows primarily result from repayments of short- and long-term financial liabilities.
| 2014 | in thousands of euros | Issued capital |
Treasury shares |
Retained earnings |
Other reserves |
Transla tion diffe rences |
Minority interests |
Total equity |
|---|---|---|---|---|---|---|---|---|
| Balance as of 01/01/2014 (*) | 203,225 | -24,647 | 104,203 | 4,205 | 67 | 11,415 | 298,468 | |
| Total comprehensive income for the period | -142,477 | -2,193 | 13 | -50 | -144,707 | |||
| Recognition of share-based payments | -438 | -438 | ||||||
| Other increase / decrease | 1,319 | -8,890 | -7,571 | |||||
| Balance as of 31/12/2014 | 203,225 | -24,647 | -36,955 | 1,574 | 80 | 2,475 | 145,752 |
| 2013 | in thousands of euros | Issued capital |
Treasury shares |
Retained earnings |
Other reserves |
Transla tion diffe rences |
Minority interests |
Total equity |
|---|---|---|---|---|---|---|---|---|
| Balance as of 01/01/2013 (*) | 203,225 | -24,647 | 162,122 | 3,931 | 58 | 12,266 | 356,955 | |
| Total comprehensive income for the period (*) | -57,909 | 257 | 9 | -581 | -58,224 | |||
| Costs of issuance and equity increase | -14 | -14 | ||||||
| Recognition of share-based payments | 31 | 31 | ||||||
| Dividend paid to minority interests | -195 | -195 | ||||||
| Other increase / decrease | -10 | -75 | -85 | |||||
| Balance as of 31/12/2013 (*) | 203,225 | -24,647 | 104,203 | 4,205 | 67 | 11,415 | 298,468 |
(*) Restated for retrospective application of IFRS 11 Joint Arrangements.
We refer to Note 23 for more details.
Presentation basis
The consolidated financial statements are prepared in compliance with the International Financial Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB), and with the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) of the IASB approved by the European Commission.
The consolidated financial statements give a general overview of our Group's activities and the results achieved. They represent fairly, the financial position, financial performance and cash flows of the entity, and have been prepared on a going concern basis.
The consolidated financial statements were approved by the board of directors on 20 March 2015 and can be amended until the shareholders' meeting of 19 May 2015.
Amendments to IAS 36 Impairment of Assets Recoverable
Amount Disclosures for Non-Financial Assets (applicable for annual periods beginning on or after 1 January 2014).
The application of IFRS 11 Joint Arrangements had a material effect on the consolidated financial statements (see Note 17), the application of the other standards had no material effect on the 2014 consolidated financial statements of the Group.
In addition to this the Group applied IFRS 5 Discontinued Operations in 2014 having a material effect on the consolidated financial statements of the Group (See Note 11 and 12).
annual periods beginning on or after 1 January 2016, but not yet endorsed in the EU).
Based on its current assessment of IFRIC 21 Levies, the Group believes that several levies will no longer be allowed to be spread over the calendar year, as the obligating event occurs at a specific point in time and after which the Group can no longer avoid the outflow of economic benefit by its own actions. This might impact the Group's half-year reporting.
The Group is currently assessing whether the application of IFRS 15 Revenue from Contracts with Customers will have an impact on its results from operations.
The Group does not expect the first application of the other amendments and new standards to significantly impact its financial statements.
The consolidated financial statements consolidate the financial information of Roularta Media Group NV, its subsidiaries and joint ventures, after elimination of all material transactions within the Group.
Subsidiaries are entities over which Roularta Media Group NV exercises control, which is the case when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect these returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date when the Group acquires control until the date when control is relinquished. All intercompany transactions, balances with and unrealised gains on transactions between Group companies are eliminated; unrealised losses are also eliminated unless the impairment is permanent. Equity and net result attributable to non-controlling shareholders are shown separately in the balance sheet and income statement, respectively. Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries.
Any difference between the amount by which the noncontrolling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity. When the Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between:
The financial statements of subsidiaries are included in the consolidated financial statements from the date on which the parent company acquires control until the date on which the control ceases.
The financial statements of subsidiaries are prepared for the same financial year as that of the parent company and using uniform accounting policies for like transactions and other events in similar circumstances.
Acquisitions of subsidiaries are accounted for by applying the purchase method.
A joint arrangement exists when Roularta Media Group NV has contractually agreed to share control with one or more other parties, which is the case only when decisions about the relevant activities require the unanimous consent of the parties sharing control. A joint arrangement can be treated as a joint operation (i.e. Roularta Media Group NV has rights to the assets and obligations for the liabilities) or a joint venture (i.e. Roularta Media Group NV only has rights to the net assets). Associates are companies in which Roularta Media Group NV, directly or indirectly, has a significant influence and which are neither subsidiaries nor joint arrangements. This is presumed if the Group holds at least 20% of the voting rights attaching to the shares.
The financial information included for these companies is prepared using the accounting policies of the Group. When the Group has acquired joint control in a joint venture or significant influence in an associate, the share in the acquired assets, liabilities and contingent liabilities is initially remeasured to fair value at the acquisition date and accounted for using the equity method. Any excess of the purchase price over the fair value of the share in the assets, liabilities and contingent liabilities acquired, is recognised as goodwill. When the goodwill is negative, it is immediately recognised in profit or loss. Subsequently, the consolidated financial statements include the Group's share of the results of joint ventures and associates accounted for using the equity method until the date when joint control or significant influence ceases.
If the Group's share of the losses of a joint venture or associate exceeds the carrying amount of the investment, the investment is carried at nil value and recognition of additional losses is limited to the extent of the Group's commitment. Such additional accumulated losses are included in other provisions on the consolidated balance sheet.
Unrealised gains arising from transactions with joint ventures and associates are set against the investment in the joint venture or associate concerned to the extent of the Group's interest. The carrying amounts of investments in joint ventures and associates are reassessed if there are indications that the asset has been impaired or that impairment losses recognised in prior years have ceased to apply. The investments in joint ventures and associates in the balance sheet include the carrying amount of any related goodwill.
The share in the result of associates and joint ventures is presented as part of operating result of the Group.
The acquisition price (the consideration transferred in a business combination) is measured as the sum of the fair value at the acquisition date of the transferred assets, the liabilities incurred or assumed, and the equity interests issued by the acquirer. The purchase price also includes all assets and liabilities arising from a contingent consideration agreement.
Acquisition-related costs are expensed in the period incurred.
The identifiable assets acquired and the liabilities assumed are measured at their fair value at the acquisition date.
For each business combination any non-controlling interest (minority interest) in the acquiree is valued at fair value or at the NCI's proportionate share in the identifiable net assets of the acquiree. The choice of accounting basis is made on a transaction-by-transaction basis.
These are recognised in accordance with the previous version of IFRS 3.
Transactions in foreign currency are recorded on initial recognition in the functional currency, by applying to the foreign currency amount the spot exchange rate at the date of transaction. At each balance sheet date foreign currency monetary items are translated using the closing rate. Nonmonetary items are translated using the exchange rate at the date of the transaction. Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition are recognised in profit or loss as other operating income or costs in the period in which they arise.
Monetary and non-monetary assets and liabilities of foreign entities whose functional currency is not the currency of a hyperinflationary economy and is different from the euro are translated at the closing rate at the date of the balance sheet. Income and expenses for each income statement (including comparatives) are translated at exchange rates at the dates of the transactions. All resulting exchange differences are recognised as a separate component of equity.
Intangible assets other than goodwill
Intangible assets consist of titles, software, concessions, copyrights, property rights and other rights etc. acquired from third parties or by contribution in kind, as well as any internally generated software.
Expenditure on research activities undertaken with the prospect of gaining new scientific or technical knowledge and understanding is recognised as an expense when it is incurred.
Expenditures on development activities, whereby the research findings are applied to a plan or design for the production of new or substantially improved products and processes, are only included in the balance sheet, if the product or process is technically and commercially feasible, the Group has sufficient resources available to complete the development and it is possible to demonstrate that the asset will generate probable future economic benefits.
Capitalised expenditure comprises the costs of materials, direct labour costs and a proportionate part of the overheads.
Intangible assets are measured at their cost, less any accumulative amortisation and any accumulated impairment losses.
Intangible assets are amortised in accordance with the straight-line methods starting when the asset is available for use over their expected useful life.
The following useful lives are applied:
By virtue of IAS 38,107, titles are considered as assets with indefinite useful lives which are not amortised but tested yearly for impairment. Other intangible assets with indefinite useful lives are also not amortised but subject to an annual impairment test.
Goodwill on acquisition of subsidiaries is recorded, as from the acquisition date, in the amount of the surplus of the total of the fair value of the consideration transferred, the amount of any minority interests and (in a business combination undertaken in stages) the fair value of the previously held equity interest, over the net balance of the net identifiable assets acquired and liabilities assumed. Where this total, after reassessment, results in a negative amount, this gain is immediately recognised in the income statement.
In accordance with IFRS 3 goodwill is not amortised but tested at least annually for impairment, more specifically each time there is an indication that a cash-generating unit may be impaired.
Goodwill arising from the acquisition of a joint venture or an associate is considered to be an integral part of the carrying amount of the investment held in such entity and as a result not separately tested for impairment. The integral carrying amount of such an investment is tested for impairment in accordance with IAS 36 Impairment of Assets.
Property, plant and equipment are recognised at cost less any accumulative depreciation and any impairment losses. The cost comprises the initial purchase price plus other direct purchase costs (such as non-refundable tax, transport). The cost of self-constructed property, plant and equipment comprises the cost of materials, direct labour costs and a proportional part of the production overheads.
The Group uses the exception provided for in IFRS 1 to treat the fair value of some of the property, plant and equipment as deemed cost on the date of transition to IFRS, being 1 January 2003. This fair value is based on the value in going concern as determined by third party experts and was applied to all of the Group's land and buildings, as well as to NV Roularta Printing's printing presses and finishing lines.
Lease arrangements whereby the Group has substantially all rewards and risks incidental to ownership are classified as finance leases. At the commencement of the finance lease term, finance leases are recognised as assets and liabilities in the balance sheet at amounts equal to the fair value of the leased property, or, if lower, the present value of the minimum lease payments each determined at the inception of the lease.
Minimum lease payments shall be apportioned between the finance charge and the reduction of the outstanding liability. The finance charge shall be allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rents shall be charged as expenses in the periods in which they are incurred.
Leasing of property whereby substantially all rewards and risks remain with the leasing company is classified as operating lease. Lease payments under an operating lease are recognised as an expense on a straight-line basis over the lease term.
The depreciable amount of an item of property, plant and equipment (i.e. the cost less its residual value) is recognised in the income statement on a straight-line basis from the date the asset is available for use over the expected useful life.
The following useful lives are applied:
| » revalued | 20 years |
|---|---|
| » not revalued | 33 years |
| » buildings on leasehold land | term of lease |
| » improvements with valuable appreciation | 10 years |
| • Installations, machines and equipment | |
| » printing presses and finishing lines | 3 to 20 years |
| » broadcast material | 5 years |
| »TV stages | 3 years |
| » others | 5 years |
| • Furniture and office equipment | 5 to 10 years |
| • Electronic equipment | 3 to 5 years |
| • Vehicles | 4 to 5 years |
| • Other property, plant and equipment | 5 to 10 years |
| • Assets under construction and advance | no depreciation |
| payments | |
| • Property held under a finance lease | |
| » printing presses and finishing lines | 3 to 20 years |
| » broadcast material | 5 years |
Land is not depreciated since it is assumed that it has an indefinite useful life.
The purchase or sale of financial assets is recognised using the settlement date. This implies that the asset is recognised on the date it is received by the Group, and it is derecognised on the date it is delivered by the Group; at this date any gain or loss on disposal is recognised.
At initial recognition all available-for-sale financial assets are recognised at fair value, plus transaction costs directly attributable to the acquisition of the financial asset. A gain or loss arising from a change in fair value is recognised directly in equity as revaluation reserve until the financial asset is derecognised, or until there is objective evidence that a financial asset incurred impairment losses. Investments in equities that are classified as assets available for sale but for which no price quotation on an active market is available, and the fair value of which cannot be reliably determined by other valuation methods, are recognised at their historical cost.
At initial recognition these financial assets are recognised at fair value. A gain or loss arising from a change in fair value of the financial asset is recognised through profit or loss.
These non-derivative financial assets with fixed or determinable payments that are not quoted in an active market are measured at amortised cost. A gain or loss is recognised in profit or loss when the financial asset is impaired.
Rights on returns from tax shelter agreements are recorded as short-term investments as they are not aiming to structurally support the production company in developing its activities. Such investments are measured at fair value.
Inventories are measured at cost (purchase or manufacturing cost) in accordance with the FIFO method or, if lower, at net realisable value.
Manufacturing cost includes all direct and indirect costs necessary to bring the inventories to their present location and condition.
The net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.
Ageing or slowly rotating inventories are systematically written down.
Short-term trade receivables and other receivables are measured at cost less appropriate allowances for estimated irrecoverable amounts.
At the end of the financial year an estimate is made of doubtful debts on the basis of an evaluation of all outstanding amounts. Doubtful debts are written off in the year in which they were identified as such.
Cash and cash equivalents consist of cash and sight deposits, short-term deposits (under 3 months) and highly liquid investments which are easily convertible into a known cash amount and where the risk of a change in value is negligible.
Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sales transaction rather than through continuing use. This condition is regarded as met only when the asset (or disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such asset (or disposal group) and its sale is highly probable. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.
When the Group is committed to a sales plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will retain a non-controlling interest in its former subsidiary after the sale.
When the Group is committed to a sales plan involving disposal of an investment, or a portion of an investment, in an associate or joint venture, the investment or the portion of the investment that will be disposed of is classified as held for sale when the criteria described above are met, and the Group discontinues the use of the equity method in relation to the portion that is classified as held for sale. Any retained portion of an investment in an associate or a joint venture that has not been classified as held for sale continues to be accounted for by using the equity method. The Group discontinues the use of the equity method at the time of disposal when the disposal results in the Group losing significant influence over the associate or joint venture.
After the disposal takes place, the Group accounts for any retained interest in the associate or joint venture in accordance with IAS 39 unless the retained interest continues to be an associate or a joint venture, in which case the Group uses the equity method (see the accounting policy regarding investments in associates or joint arrangements above).
Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell.
Treasury shares (i.e. own shares) are presented as deduction of equity and reported in the statement of changes in equity. No gain or loss is recognised in the income statement on the sale, issuance or cancellation of treasury shares.
A provision is recognised when the Group has a present obligation (legal or constructive) as a result of a past event, when it is probable that an outflow of resources will be required to settle the obligation and when a reliable estimate can be made of the amount of the obligation.
If the Group expects that some or all of the expenditure required settling a provision will be reimbursed, the related asset is recognised once it is virtually certain that the reimbursement will be received.
A provision for restructuring is created when the Group approves a detailed and formalised restructuring plan and when the implementation of the restructuring plan has been started or the main features of the plan have been announced to those affected by it.
Several defined contribution plans exist within the Group. Under Belgian law, defined contribution pension plans are subject to minimum guaranteed rates of return. Hence, strictly speaking, those plans classify as defined benefit plans. Considering the uncertainty with respect to the future evolution of the minimum guaranteed rates of return in Belgium, the Group adopted a retrospective approach whereby the net liability recognised in the statement of financial position is based on the sum of the positive differences, determined by the individual plan participant, between the minimum guaranteed reserves and the accumulated contributions based on the actual rates of return at the closing date (i.e. the net liability is based on the deficit measured at intrinsic value, if any).
For the defined benefit pension plans, provisions are established by calculating the present actuarial value of future amounts to the employees concerned. Defined benefit costs are split into two categories:
The total service cost, the net interest expense, the remeasurement of other long-term benefits, administrative expenses and taxes for the year are included in the employee benefit expense in the consolidated financial statement. The remeasurement on the net defined benefit liability is included in the statement of comprehensive income as part of other comprehensive income.
The Group also recognises a provision for early retirement pensions. The amount of the provision is equal to the present value of future benefits promised to the employees involved.
Various warrant and share option plans exist to enable executive and senior management to acquire shares of the company. IFRS 2 applies to all share-based payment transactions allocated after 7 November 2002 and which had not become unconditional by 1 January 2005. The exercise price of an option is determined on the basis of the average closing price of the share during the thirty days prior to the option offering date or on the basis of the latest closing price prior to the offering date. The fair value of the option is calculated using the Black and Scholes formula. If and when the options are exercised, equity is increased by the amount received.
This mainly concerns both future tariff benefits on subscriptions, as jubilee premiums. The amount of these provisions equals the present value of these future obligations.
Financial debts, other than derivative financial instruments, are initially recorded at the fair value of the financial resources received, less transaction costs. In subsequent periods, they are stated at amortised cost using the effective interest rate method. Where financial debts are hedged by derivative financial instruments that function as fair value hedging, these debts are valued at fair value.
Trade payables are recognised at their cost.
Tax expense (tax income) on the result for the financial year is the aggregate amount included in the profit or loss for the period in respect of current tax and deferred tax. Taxes are recognised as income or as expense and included in profit or loss for the period except to the extent that the tax arises from a transaction or event which is recognised directly in equity. In that case the taxes are also recognised directly to the equity.
Current taxes for current and previous periods are, to the extent unpaid, recognised as a liability. If the amount already paid exceeds the amount due for those periods, the excess is recognised as an asset. For calculating the current tax for the current and prior periods the tax rates that have been enacted or substantively enacted by the balance sheet date are used.
Deferred taxes are accounted for using the 'liability' method for all temporary differences between the taxable basis and the book value for financial reporting purposes and this for both assets and liabilities. For calculation purposes the tax rates used are those that have been enacted or substantively enacted by the balance sheet date.
In accordance with this method, the Group must in case of a business combination recognise deferred taxes on the difference between the fair value of the acquired assets and the liabilities and contingent liabilities assumed and their taxable basis.
Deferred tax assets are only recognised when it is probable that taxable profit will be available against which the deductible temporary differences can be utilised. Deferred tax assets are derecognised when it is no longer probable that the related tax advantage will be realised.
Government grants that relate to assets are recognised at their fair value when there is reasonable assurance that the Group will comply with the conditions attaching to them and the grants will be received. The government grant is presented as deferred income.
Government grants to compensate costs incurred by the Group are systematically recognised as operating income in the same period in which these costs are incurred.
Revenue from sales is recognised when following conditions are met:
a) the significant risks and rewards of ownership are transferred;
Advertising income in Printed Media is recognised upon publication of the issue in which the advertisement is placed. Advertising income in Audiovisual Media is recognised at the time of broadcasting. Income from newsstand and subscription sales is recognised at publication date of the issue.
Revenue from barter arrangements relate to sales transactions involving the sale of unequal services or goods between two parties. Such transactions are measured at fair value taking into account discounts which are customary for similar transactions that are not considered as barter transactions.
Financing costs are recognised as an expense in the period in which they are incurred.
For the Group's assets, in application of IAS 36, on each balance sheet date it is assessed whether there are any indications that an asset may be impaired. If such indication exists, the recoverable amount of the asset has to be estimated. The recoverable amount is the higher of an asset's or cash-generating unit's fair value less costs to sell and its value in use. An impairment loss is recognised when the book value of an asset, or the cash-generating unit to which the asset belongs, is higher than the recoverable amount. Impairment losses are recognised in the income statement.
Each cash-generating unit represents, per country, an identifiable group of assets with a similar risk profile, which generates cash inflows which are largely independent of the cash inflows from other asset categories. The following cash-generating units have been defined: News Belgium (Knack, Le Vif/L'Express, Krant van West-Vlaanderen,…), News France (L'Express, L'Etudiant,…), Lifestyle Belgium (Nest, Royals, Plus België,…), Lifestyle France (Point de Vue, Maison Magazine,…), Business Belgium (Kanaal Z/Canal Z, Trends, Trends-Tendances, Trends Top,…), Business France (L'Entreprise, L'Expansion, Mieux Vivre Votre Argent,…), Free Press Belgium (De Streekkrant/De Weekkrant, De Zondag, Steps,…), Free Press France (A Nous Paris, A Nous Lille,…), Free Press other countries (Zeeuwsch-Vlaams Advertentieblad, City Magazine Serbia, City Magazine Slovenia), and Entertainment Belgium. The French cashgenerating units have not been subject to impairment tests as they have been accounted for as assets held for sale.
The value in use is determined based on the discounted cash flow model, in particular the discounting of future cash flows resulting from the continued operation of the unit. For this, management has used a cash flow forecast based on a fiveyear business plan. Future cash flows are discounted based on a weighted average cost of capital. Cash flow forecasts after the last budget period are determined by extrapolating the above-mentioned forecasts, applying a growth rate.
In setting the weighted average cost of capital and the growth rate, account has been taken of the interest rate and risk profile of Roularta Media Group as a whole. The assumptions are applied to all of the Group's cash flow-generating units.
Fair value less selling costs is determined empirically, using a transaction multiple derived from comparable transactions in the media sector and from experience applied to the sales criterion, or on a market value based on similar transactions in the market.
The Group uses derivative financial instruments to hedge the exposure to changes in interest rates or currencies.
Derivative financial instruments are initially measured at fair value. After initial recognition the financial instruments are measured at fair value on the balance sheet date.
Cash flow or fair value hedge accounting is applied to all hedges that qualify for hedge accounting when the required hedge documentation is in place and when the hedge relation is determined to be effective.
When a derivative financial instrument hedges the variability in fair value of a recognised asset or liability, or hedges an unrecognised firm commitment, these financial instruments are qualified as fair value hedges. These financial instruments accounted for as fair value hedges are measured at fair value and presented in the line 'financial derivatives'. The gain or loss arising on hedging instruments is recognised in profit and loss. The hedged item is also measured at fair value in respect of the risk being hedged, with any gain or loss being recognised in the income statement.
Changes in the fair value of a hedging instrument that qualifies as an effective cash flow hedge are processed in equity, more specifically in the hedging reserve.
Certain hedging transactions do not qualify for hedge accounting treatment according to the specific criteria of IAS 39 Financial Instruments: Recognition and Measurement, although they offer economic hedging according to the Group's risk policy. Changes in the fair value of such instruments are recognised directly in the income statement.
Preparing annual financial statement under IFRS rules requires management to make judgements, estimates and assumptions that influence the amounts included in the annual financial statements.
The estimates and related assumptions are based on past experience and on various other factors that are considered reasonable in the given circumstances. The outcomes of these form the basis for the judgement as to the carrying value of assets and liabilities where this is not evident from other sources. The actual outcomes can differ from these estimates. The estimates and underlying assumptions are regularly reviewed.
The segment reporting has been prepared and based on combined figures and provides a reconciliation with the consolidated figures in accordance with IFRS 11.
In accordance with IFRS 8 Operating Segments, the management approach is applied for the financial reporting of segmented information. This standard requires the segmented information to be reported to follow the internal reporting used by the company's main operating decision-making officer, based on which the internal performance of Roularta's operating segments is assessed and resources allocated to the various segments. For reporting purposes, Roularta Media Group is organised into two operating segments based on the activities: Printed Media and Audiovisual Media.
Printed Media includes the sale of publicity, and the production and sale of all printed publications of the Group, such as free sheets, newspapers, magazines, newsletters and books, as well as all related services, including internet, fairs and other line extensions. Audiovisual Media includes spot advertising on TV and radio, production and broadcasting, as well as all related services, including internet and line extensions.
The valuation rules of the business segments are the same as the valuation rules of the Group as described in Note 1.
Intersegment pricing is determined on an arm's length basis. The results of the operating segments are monitored by management as far as the net result, given that almost all the segments correspond to legal entities.
| 2014 in thousands of euros |
Printed Media |
Audiovisual Media |
Inter segment elimination |
Combined total |
Effect IFRS 11 |
Consolidated total |
|---|---|---|---|---|---|---|
| Sales of the segment | 319,491 | 158,712 | -1,292 | 476,911 | -177,342 | 299,569 |
| Sales to external customers | 318,967 | 157,944 | 476,911 | -177,342 | 299,569 | |
| Sales from transactions with other segments | 524 | 768 | -1,292 | 0 | 0 | 0 |
| Depreciation and write-down of (in)tangible assets |
-9,252 | -4,451 | -13,703 | 4,910 | -8,793 | |
| Write-down of inventories and receivables and provisions |
-130 | -666 | -796 | 1,360 | 564 | |
| Share in the result of associated companies and joint ventures |
-649 | -649 | 18,666 | 18,017 | ||
| Operating result (EBIT) | 8,612 | 23,900 | 32,512 | -10,582 | 21,930 | |
| Financial income | 1,420 | 101 | -380 | 1,141 | -36 | 1,105 |
| Financial expenses | -7,858 | -382 | 380 | -7,860 | 27 | -7,833 |
| Income taxes | -4,505 | -8,578 | -13,083 | 10,591 | -2,492 | |
| Net result from continuing operations | -2,331 | 15,041 | 12,710 | 0 | 12,710 | |
| Result from discontinued operations | -155,237 | -155,237 | 0 | -155,237 | ||
| Attributable to: | ||||||
| Minority interests | -50 | -50 | 0 | -50 | ||
| Equity holders of Roularta Media Group | -157,518 | 15,041 | -142,477 | 0 | -142,477 | |
| Assets | 545,908 | 166,778 | -114,471 | 598,215 | -65,061 | 533,154 |
| - of which carrying amount of investments accounted for using the equity method |
1,428 | 0 | 1,428 | 115,905 | 117,333 | |
| - of which investments in intangible assets and property, plant and equipment |
10,428 | 6,050 | 16,478 | -9,045 | 7,433 | |
| Liabilities | 432,426 | 72,912 | -52,876 | 452,462 | -65,060 | 387,402 |
| graphic markets in which RMG is active: Belgium, France and |
|---|
| a). The following schedules of sales and non-current assets (*) |
| liary. |
| djusted for changes in the consolidation scope, include: | ||||
|---|---|---|---|---|
| 2014 | in thousands of euros | Printed Media |
Audiovisual Media |
Inter segment elimination |
Combined total |
Effect IFRS 11 |
Consolidated total |
|---|---|---|---|---|---|---|---|
| follows: | Sales to external customers break down as | ||||||
| Advertising | 149,774 | 126,320 | 276,094 | -125,976 | 150,118 | ||
| Subscriptions and sales | 86,735 | 0 | 86,735 | -21,134 | 65,601 | ||
| Other services and goods | 82,458 | 31,624 | 114,082 | -30,232 | 83,850 |
| 2013 | in thousands of euros | Printed Media |
Audiovisual Media |
Inter segment |
Combined total |
Effect IFRS 11 |
Consolidated total |
|---|---|---|---|---|---|---|---|
| elimination | |||||||
| Sales of the segment | 327,992 | 168,754 | -5,892 | 490,854 | -185,645 | 305,209 | |
| Sales to external customers | 324,973 | 165,881 | 490,854 | -185,645 | 305,209 | ||
| Sales from transactions with other segments | 3,019 | 2,873 | -5,892 | 0 | 0 | 0 | |
| assets | Depreciation and write-down of (in)tangible | -8,999 | -6,302 | -15,301 | 6,645 | -8,656 | |
| provisions | Write-down of inventories and receivables and | -6,785 | -220 | -7,005 | 6,827 | -178 | |
| joint ventures | Share in the result of associated companies and | -205 | -205 | 15,059 | 14,854 | ||
| Operating result (EBIT) | 4,858 | 18,373 | 23,231 | -8,115 | 15,116 | ||
| Financial income | 2,563 | 69 | -364 | 2,268 | -19 | 2,249 | |
| Financial expenses | -9,551 | -396 | 364 | -9,583 | 72 | -9,511 | |
| Income taxes | 550 | -6,688 | -6,138 | 8,062 | 1,924 | ||
| Net result from continuing operations | -1,580 | 11,358 | 9,778 | 0 | 9,778 | ||
| Result from discontinued operations | -68,268 | -68,268 | 0 | -68,268 | |||
| Attributable to: | |||||||
| Minority interests | -388 | -193 | -581 | 0 | -581 | ||
| Equity holders of Roularta Media Group | -69,460 | 11,551 | -57,909 | 0 | -57,909 | ||
| Assets | 796,895 | 170,148 | -114,976 | 852,067 | -66,201 | 785,866 | |
| - of which carrying amount of investments accounted for using the equity method |
1,033 | 0 | 1,033 | 119,784 | 120,817 | ||
| property, plant and equipment | - of which investments in intangible assets and | 7,941 | 5,324 | 13,265 | -8,074 | 5,191 | |
| Liabilities | 500,267 | 73,040 | -19,708 | 553,599 | -66,201 | 487,398 | |
| follows: | Sales to external customers break down as | ||||||
| Advertising | 151,380 | 135,795 | 287,175 | -135,687 | 151,488 | ||
| Subscriptions and sales | 85,166 | 0 | 85,166 | -22,304 | 62,862 | ||
| Other services and goods | 88,427 | 30,086 | 118,513 | -27,654 | 90,859 |
The geographical segment information is divided into three geographic markets in which RMG is active: Belgium, France and other countries (Germany, the Netherlands, Slovenia and Serbia). The following schedules of sales and non-current assets (*) are divided up according to the geographic location of the subsidiary.
| 2014 - from continuing operations |
in thousands of euros Belgium | France | Other countries |
Intersegment elimination |
Combined total |
Effect IFRS 11 |
Consoli dated total |
|---|---|---|---|---|---|---|---|
| Sales of the segment | 453,191 | 0 | 25,610 | -1,890 | 476,911 | -177,342 | 299,569 |
| Non-current assets (*) | 212,908 | 0 | 10,252 | 223,160 | 48,617 | 271,777 | |
| 2013 - from continuing operations |
in thousands of euros Belgium | France | Other countries |
Intersegment elimination |
Combined total |
Effect IFRS 11 |
Consoli dated total |
| Sales of the segment | 465,137 | 0 | 27,742 | -2,025 | 490,854 | -185,645 | 305,209 |
| Non-current assets (*) | 214,978 | 310,086 | 11,272 | 536,336 | 48,703 | 585,039 |
(*) Non-current assets other than financial instruments, deferred tax assets, post employment benefit assets, and rights arising under insurance contracts.
III. Information about major customers
Given the variety of the Group's activities and hence the diversity of its customer portfolio, there is no one external customer representing at least 10 percent of the Group's revenue. For the same reason, there is no concentration of sales towards certain customers or customer groups.
An analysis of the Group's sales is as follows:
| Sales | in thousands of euros | 2014 | 2013 |
|---|---|---|---|
| Advertising | 150,118 | 151,488 | |
| Subscriptions and sales | 65,601 | 62,862 | |
| Printing for third parties | 54,681 | 58,085 | |
| Line extensions & other services and goods | 29,169 | 32,774 | |
| Total sales | 299,569 | 305,209 | |
| Bartering contracts included in sales amount to € 19,683K (2013: € 23,911K). Royalties included in sales amount to € 0K (2013: € 52K). |
Adjusted sales, which is the comparable sales to last year, i.e. adjusted for changes in the consolidation scope, include:
| Adjusted sales | in thousands of euros | 2014 | 2013 |
|---|---|---|---|
| Advertising | 147,516 | 151,488 | |
| Subscriptions and sales | 65,321 | 62,862 | |
| Printing for third parties | 54,253 | 58,085 | |
| Line extensions & other services and goods | 29,099 | 32,774 | |
| Adjusted sales | 296,189 | 305,209 | |
| Changes in the consolidation scope | 3,380 | 0 | |
| Total sales | 299,569 | 305,209 |
In 2014 Roularta Media Group achieved consolidated sales of € 299.6 million, as against € 305.2 million in 2013 (-1.8%). Adjusted sales in 2014 amounted to € 296.2 million compared with adjusted sales of € 305.2 million in 2013 (-3%).
An analysis of the Group's services and other goods is as follows:
| in thousands of euros | 2014 | 2013 |
|---|---|---|
| Transport and distribution costs | -18,253 | -17,567 |
| Marketing and promotion costs | -23,809 | -30,556 |
| Commission fees | -4,524 | -4,282 |
| Fees | -26,763 | -24,964 |
| Operating leases | -13,737 | -13,719 |
| Subcontractors and other deliveries | -13,955 | -15,409 |
| Remuneration members of the board of directors | -465 | -479 |
| Temporary workers | -1,787 | -1,349 |
| Travel and reception costs | -1,124 | -1,425 |
| Insurances | -342 | -465 |
| Other services and other goods | -576 | -571 |
| Total services and other goods | -105,335 | -110,786 |
Commission fees consist of commissions invoiced by third parties (commissions on newsstand sales and subscription commissions) and copyrights.
The fees include editorial, photos and general fees.
Subcontractors and other deliveries mainly consist of repair and maintenance costs.
Services and other goods decreased with € 5,451K or 4.9% compared to last year. The most important part of this decrease can be attributed to marketing and promotion costs.
| in thousands of euros | 2014 | 2013 |
|---|---|---|
| Wages and salaries | -63,688 | -65,373 |
| Social security contributions | -23,068 | -23,585 |
| Share-based payments | 438 | -31 |
| Post employment benefit charges | -3,135 | -2,948 |
| Other personnel charges | -3,659 | -2,628 |
| Total personnel charges | -93,112 | -94,565 |
Post employment benefit charges in 2014 consist mainly of expenses related to the defined contribution plans of € 2,939K (2013: € 2,802K).
| Employment in Full-Time Equivalents | 2014 | 2013 |
|---|---|---|
| Average number of staff | 1,415 | 1,474 |
| Total employment at the end of the period | 1,392 | 1,434 |
The year-end employee count decreased as a result of continuing restructuring efforts implemented throughout the Group.
| in thousands of euros | 2014 | 2013 |
|---|---|---|
| Write-down of inventories | -208 | |
| Reversal of write-down of inventories | 18 | 523 |
| Write-down of trade receivables | -4,547 | -5,033 |
| Reversal of write-down of trade receivables | 5,093 | 5,174 |
| Write-down of loans | 0 | -634 |
| Total write-down of inventories and receivables | 564 | -178 |
The net reversal of write-down of trade receivables in 2014 amounts to € 546K.
| in thousands of euros | 2014 | 2013 |
|---|---|---|
| Government grants | 3,277 | 3,345 |
| Gains on disposal of intangible assets and property, plant and equipment | 112 | 29 |
| Capital grants | 22 | 9 |
| Exchange differences | 3 | 2 |
| Miscellaneous financial income and cash discounts | 212 | 412 |
| Miscellaneous cross-charges | 394 | 650 |
| Dividends | 90 | 79 |
| Share association | 115 | |
| Gain on disposal of other receivables | 172 | 29 |
| Other operating income | 3,429 | 3,134 |
| Total other operating income | 7,711 | 7,804 |
| Other taxes | -2,689 | -2,229 |
| Losses on disposal of intangible assets and property, plant and equipment | -2 | -504 |
| Losses on trade receivables | -794 | -284 |
| Less values & losses on short-term investments (tax shelter) | -904 | -611 |
| Share association | -926 | 0 |
| Exchange differences | -7 | -5 |
| Payment differences and bank charges | -599 | -560 |
| Other operating expenses | -1,253 | -564 |
| Total other operating expenses | -7,174 | -4,757 |
Other operating income primarily relates to government grants received by Roularta Media Group and chargeouts of costs incurred.
The most significant increases in other operating expenses relate to other taxes, which increased as a result of higher local taxes imposed, as well as other operating expenses, which increased primarily as a result of the negative result incurred on the acquisition of the remaining 50% stake in Roularta HealthCare. Costs relating to the result in share associations have increased. As a result of the recognition of a provision 'Kempenland' in 2013 within De Streekkrant-De Weekkrantgroep a loss was incurred that year resulting in the share association result being positive that year.
| in thousands of euros | 2014 | 2013 |
|---|---|---|
| Redundancy costs | -2,777 | -3,350 |
| Restructuring costs: costs | -2,777 | -3,350 |
| Provisions restructuring costs | 50 | 821 |
| Restructuring costs: provisions | 50 | 821 |
| Total restructuring costs | -2,727 | -2,529 |
The redundancy costs relate to the Belgian companies of the Group.
During 2014 no significant new restructuring plans were implemented. The additions to the provision in 2013 primarily related to restructuring activity within Roularta Media Group and Le Vif Magazine.
| in thousands of euros | 2014 | 2013 |
|---|---|---|
| Other non-recurring restructuring costs - subsidiaries | -467 | 676 |
| Other non-recurring costs - associates and joint ventures | -1,226 | -2,253 |
| Other provisions | -4,211 | -6,768 |
| Non-recurring depreciations, amortisations and impairments | -861 | -715 |
| Other | -198 | 0 |
| (Deferred) taxes related to restructuring and other non-recurring costs | 2,965 | 3,001 |
| Total other non-recurring costs | -3,998 | -6,059 |
| in thousands of euros | 2014 | 2013 |
|---|---|---|
| Interest income | 547 | 1,245 |
| Profits on hedging instruments that are not part of a hedge accounting relationship |
558 | 441 |
| Profits on discontinuing hedging instruments | 563 | |
| Financial income | 1,105 | 2,249 |
| Interest expense | -7,833 | -8,685 |
| Losses on hedging instruments that are not part of a hedge accounting relationship |
-530 | |
| Losses on discontinuing hedging instruments | -296 | |
| Financial costs | -7,833 | -9,511 |
| Total net finance costs | -6,728 | -7,262 |
The decrease in financial income is mainly due to the lower profits from hedging instruments that were discontinued prior to expiration date.
Both interest income and interest expenses decreased compared to 2013. Interest income decreased mainly due to the reduction in short-term investments while interest expenses decreased as a result of lower outstanding financial debt. A description of the hedging instruments can be found in Note 32.
| I. Income taxes - current and deferred | ||||||
|---|---|---|---|---|---|---|
| -- | -- | -- | -- | -- | -- | ---------------------------------------- |
| in thousands of euros | 2014 | 2013 |
|---|---|---|
| A. Income taxes - current | ||
| Current period tax expense | -1,478 | -1,388 |
| Adjustments to current tax expense / income of prior periods | 1 | -11 |
| Total current income taxes | -1,477 | -1,399 |
| B. Income taxes - deferred | ||
| Related to the origination and reversal of temporary differences | -953 | 4,565 |
| Related to the reversal of depreciation (+) or depreciation (-) of deferred tax assets | -62 | -1,242 |
| Total deferred income taxes | -1,015 | 3,323 |
| Total current and deferred income taxes | -2,492 | 1,924 |
| II. Reconciliation of statutory tax to effective tax | ||
| in thousands of euros | 2014 | 2013 |
| Result before taxes | 15,202 | 7,854 |
| Share in the result of associated companies and joint ventures | 18,017 | 14,854 |
| Result before taxes, excluding share in result of associated companies and joint ventures | -2,815 | -7,000 |
| Statutory tax rate | 33.99% | 33.99% |
| Tax using statutory rate | 957 | 2,379 |
| Adjustments to tax of prior periods (+/-) | 0 | -4 |
| Tax effect of non-tax deductible expenses (-) | -808 | -104 |
| Tax effect of non-taxable revenues (+) | -1,625 | 623 |
| Tax credit resulting from investment and notional interest deduction | 658 | 670 |
| Tax effect of not recognising deferred taxes on losses of the current period (-) | -4,901 | -1,625 |
| Tax effect from the reversal (utilisation) of deferred tax assets from previous years | 0 | 0 |
| Tax effect of recognising deferred taxes on tax losses of previous periods | 56 | 126 |
| Tax effect of different tax rates of subsidiaries in other jurisdictions | 30 | 42 |
| Other increase / decrease in tax charge (+/-) | -109 | -183 |
| Tax using effective rate | -2,492 | 1,924 |
| Result before taxes | 15,202 | 7,854 |
| Share in the result of associated companies and joint ventures | 18,017 | 14,854 |
| Result before taxes, excluding share in result of associated companies and joint ventures | -2,815 | -7,000 |
| Effective tax rate | -88.53% | 27.49% |
| Total effective tax | -2,492 | 1,924 |
| Deferred taxes relating to items that are charged in thousands of euros or credited to equity |
2014 | 2013 |
|---|---|---|
| Costs of issuance and equity increase | -14 | |
| 0 | -14 |
IV. Tax included in the other comprehensive income
| Deferred taxes relating to items included in the other comprehensive income |
in thousands of euros | 2014 | 2013 |
|---|---|---|---|
| Cash flow hedge gains / losses | -97 | ||
| Non-current employee benefits - actuarial gain / loss | 330 | 55 | |
| 330 | -42 |
At the end of December 2014 the board of directors decided to discontinue its loss-making French activities on short term. This decision resulted in an agreement on a proposed sale on 11 February 2015 with the group of Patrick Drahi and partners.
Taking into account consultation and information procedures as well as required input from the Works Council and the agreement of the Competition Authority, the sale is expected to close in May/June 2015.
This binding sales intention has resulted in the fact that all assets and liabilities, as well as the results of the entities subject to the transaction, have been classified as 'assets or liabilities held for sale' or as 'result from discontinued operations' and hence considered as discontinued operations in accordance with IFRS 5 Discontinued Operations.
To guarantee comparability the results and the cash flows for the year ended 31 December 2013 were restated. The related fair value adjustment has been calculated based on the sales price agreed on 11 February 2015 and taking into account certain parameters, such as the financing of the working capital until the date of closing as these will be borne by Roularta Media Group.
The total impact of this sales intention was an impairment of € 146.0 million, fully allocated to intangible assets (€ 215.0 million) and the related deferred tax liabilities (€ 69.0 million).
The French operating results of 2014 were negative (-€ 9.2 million), despite previous restructuring efforts in 2013/2014. The decreasing advertising sales from the subscription market were to blame for this loss.
The impairment loss of € 146.0 million, increased with the 2014 operational result of the French activities resulted in a total 'result of discontinued operations' of -€ 155.2 million.
The results of the French activities of 2013 were impacted by restructuring charges amounting to € 18.6 million and an impairment charge on intangible assets of € 40.7 million (after income tax).
| 194,142 | 206,060 |
|---|---|
| -9,028 | -68,343 |
| -146,209 | 75 |
| in thousands of euros | 2014 | 2013 |
|---|---|---|
| 2,504 | 211 | |
| $-2,005$ | $-2,758$ | |
| $-81$ | 834 | |
| 418 | $-1,713$ |
| Result for the period from discontinued operations | in thousands of euros | 2014 | 2013 |
|---|---|---|---|
| Sales | 193,870 | 206,058 | |
| Other gains | 272 | 2 | |
| 194,142 | 206,060 | ||
| Expenses | -203,086 | -278,953 | |
| Operating result after net finance costs | -8,944 | -72,893 | |
| Attributable income tax expense | -84 | 4,550 | |
| -9,028 | -68,343 | ||
| Loss on remeasurement to fair value (less cost to sell) of discontinued operations | -215,616 | ||
| Reversal of deferred taxes on intangible fixed assets | 69,376 | ||
| Net result of minority share related to discontinued operations | 31 | 75 | |
| -146,209 | 75 | ||
| Net result from discontinued operations | -155,237 | -68,268 | |
| Cash flows from discontinued operations | in thousands of euros | 2014 | 2013 |
| Net cash inflows from operating activities | 2,504 | 211 | |
| Net cash inflows from investing activities | -2,005 | -2,758 | |
| Net cash inflows from financing activities | -81 | 834 |
As mentioned in Note 11 Discontinued operations the Group has decided to discontinue its French activities. As a result, all assets and liabilities related to these activities have been reclassified to assets and liabilities held for sale as of 31 December 2014.
| Assets and liabilities held for sale | in thousands of euros | 2014 |
|---|---|---|
| Assets related to the French activities of the Group | 151,933 | |
| Liabilities associated with assets held for sale | -97,022 | |
| 54,911 |
$$
= \frac{-\mathcal{E} 142.477\mathsf{K}}{12.483.273} = -11.41
$$
$$
= \frac{-\mathcal{E} 142.477\mathsf{K}}{12.483.273} = -11.41
$$
$$
\frac{\text{hareholders}}{12,483,273} = 1.02
$$
\n
$$
\frac{\text{inreholders}}{12,483,273} = 1.02
$$
\n
$$
= \frac{\text{in: } 12,760 \text{K}}{12,483,273} = 1.02
$$
The main elements of assets and liabilities related to the French activities as of 31 December 2014 can be identified as follows:
| in thousands of euros | 2014 |
|---|---|
| Intangible fixed assets | 90,061 |
| Tangible fixed assets | 1,303 |
| Investments, loans and guarantees | 3,529 |
| Trade and other receivables - long term | 1,971 |
| Inventories | 2,038 |
| Trade and other receivables - short term | 46,168 |
| Cash and cash equivalents | 1,760 |
| Deferred charges and accrued income | 5,103 |
| Assets classified as held for sale | 151,933 |
| in thousands of euros | 2014 |
|---|---|
| Provisions | -14,839 |
| Other debt - long term | -116 |
| Financial debt | -1,001 |
| Trade payables and advances received | -59,338 |
| Employee benefits | -15,779 |
| Other debt - short term | -5,949 |
| Liabilities associated with assets classified as held for sale | -97,022 |
| Net assets related to the French activities | 54,911 |
| 2014 | 2013 | |
|---|---|---|
| I. Movements in number of shares (ordinary shares) | ||
| Number of shares, beginning balance | 13,141,123 | 13,141,123 |
| Number of shares issued during the period | 0 | 0 |
| Number of shares, ending balance | 13,141,123 | 13,141,123 |
| - of which issued and fully paid | 13,141,123 | 13,141,123 |
| II. Other information | ||
| Number of shares owned by the company or related parties | 657,850 | 657,850 |
| Shares reserved for issue under options | 490,800 | 566,552 |
| 2014 | 2013 | |
|---|---|---|
| III. Earnings per share calculation | ||
| 1. Number of shares | ||
| 1.1. Weighted average number of shares, basic | 12,483,273 | 12,483,273 |
| 1.2. Adjustments to computed weighted average number of shares, diluted | 0 | 0 |
| Subscription right plans | 0 | 0 |
| Stock option plans | 0 | 0 |
| 1.3. Weighted average number of shares, diluted | 12,483,273 | 12,483,273 |
| 2. Calculation | ||
| The calculation of the basic earnings and diluted earnings per share are based on the following: | ||
| Net result available to common shareholders Weighted average number of shares, basic |
-€ 142,477K = 12,483,273 |
= -11.41 |
| Net result available to common shareholders Weighted average number of shares, diluted |
-€ 142,477K = 12,483,273 |
= -11.41 |
| The calculation of the basic earnings and diluted earnings per share from continuing operations are based on the following: | ||
| Net result from continuing operations available to common shareholders Weighted average number of shares, basic |
€ 12,760K = 12,483,273 |
= 1.02 |
| Net result from continuing operations available to common shareholders Weighted average number of shares, diluted |
€ 12,760K = 12,483,273 |
= 1.02 |
| NOTE 14 - DIVIDENDS |
| 2014 | 2013 | |
|---|---|---|
| Amount of dividends proposed or declared after the balance sheet date but before authorisation of the financial statements, in thousands of euros |
0 | 0 |
| Gross dividend per share in € | 0 | 0 |
| Number of shares entitled to dividend on 31/12 | 13,141,123 | 13,141,123 |
| Number of own shares on 31/12 | -657,850 | -657,850 |
| 12,483,273 | 12,483,273 |
| 2014 | in thousands of euros | Develop ment costs |
Titles | Software | Concessions, property rights and similar rights |
Total intangible assets |
Goodwill (*) |
|---|---|---|---|---|---|---|---|
| AT COST | |||||||
| Balance at the end of the preceding period | 46 | 413,878 | 33,802 | 25,022 | 472,748 | 5 | |
| Movements during the period: | |||||||
| - Acquisitions | 15 | 4,203 | 4,218 | ||||
| - Acquisitions through business combinations | 7,258 | 69 | 1,312 | 8,639 | 997 | ||
| - Sales and disposals (-) | -80 | -80 | |||||
| - Reclassified to assets held for sale (-) | -335,815 | -11,707 | -6,470 | -353,992 | |||
| - Other increase / decrease | -46 | -455 | 46 | 30 | -425 | ||
| At the end of the period | 0 | 84,881 | 26,333 | 19,894 | 131,108 | 1,002 | |
| DEPRECIATION AND IMPAIRMENT LOSSES | |||||||
| Balance at the end of the preceding period | 17 | 42,716 | 27,933 | 9,840 | 80,506 | 0 | |
| Movements during the period: | |||||||
| - Depreciation | -74 | 3,224 | 1,416 | 4,566 | |||
| - New consolidations | 7,258 | 7,258 | 997 | ||||
| - Impairment loss / reversal recognised in income | 215,615 | 215,615 | |||||
| - Written down after sales and disposals (-) | -79 | -79 | |||||
| - Reclassified to assets held for sale (-) | -252,143 | -10,041 | -1,748 | -263,932 | |||
| - Other increase / decrease | -17 | -455 | 17 | -455 | |||
| At the end of the period | 0 | 12,917 | 21,054 | 9,508 | 43,479 | 997 | |
| Net carrying amount at the end of the period | 0 | 71,964 | 5,279 | 10,386 | 87,629 | 5 |
(*) Adjusted for disposal of goodwill of € 30,314K included as a grossed up amount in 'at cost' and 'impairment loss' totals per 31 December 2013.
| 2013 | in thousands of euros | Develop ment costs |
Titles | Software | Concessions, property rights and similar rights |
Total intangible assets |
Goodwill |
|---|---|---|---|---|---|---|---|
| AT COST | |||||||
| Balance at the end of the preceding period | 46 | 413,848 | 31,465 | 23,466 | 468,825 | 30,319 | |
| Movements during the period: | |||||||
| - Acquisitions | 30 | 3,330 | 85 | 3,445 | |||
| - Acquisitions through business combinations | 655 | 1,421 | 2,076 | ||||
| - Sales and disposals (-) | -1,648 | -45 | -1,693 | ||||
| - Other increase / decrease | 95 | 95 | |||||
| At the end of the period | 46 | 413,878 | 33,802 | 25,022 | 472,748 | 30,319 |
| 2013 | in thousands of euros | Develop ment costs |
Titles | Software | Concessions, property rights and similar rights |
Total intangible assets |
Goodwill |
|---|---|---|---|---|---|---|---|
| DEPRECIATION AND IMPAIRMENT LOSSES | |||||||
| Balance at the end of the preceding period | 5 | 28,236 | 26,227 | 8,281 | 62,749 | 256 | |
| Movements during the period: | |||||||
| - Depreciation | 12 | 3,354 | 1,145 | 4,511 | |||
| - Impairment loss / reversal recognised in income | 14,480 | 459 | 14,939 | 30,058 | |||
| - Written down after sales and disposals (-) | -1,648 | -45 | -1,693 | ||||
| At the end of the period | 17 | 42,716 | 27,933 | 9,840 | 80,506 | 30,314 | |
| Net carrying amount at the end of the period | 29 | 371,162 | 5,869 | 15,182 | 392,242 | 5 |
Intangible assets consist of development costs, titles, software, concessions, property and similar rights.
Development costs, software, concessions, property and similar rights with finite lives are amortised over their estimated useful lives within the Group. Out of the total property rights, the carrying value of property rights having indefinite lives is € 6,173K.
Titles and goodwill have indefinite lives. The Group's titles and brands are well known and respected and contribute directly to cash flow.
Every half year, purchased intangible assets are examined to see whether they still fall into the indefinite life category. Where certain indications suggest that a particular asset has a finite remaining life, it will from then on be amortised over the remaining life.
This means that, overall, titles, goodwill and certain property rights, all of which have an indefinite life, are not amortised, but subject to an annual impairment test.
Allocation of goodwill and intangible assets with indefinite lives to cash-generating units For the purpose of impairment testing, intangible assets and goodwill with indefinite useful lives are allocated to a number of cash-generating units (CGU). Each CGU represents an identifiable group of assets at a country level having a similar risk profile, which generates cash inflows which are largely independent of the cash inflows from other asset categories. Due attention is paid here to the rapidly changing market situation in which various media channels and products interact strongly. The cashgenerating units are defined based on the main cash inflows.
Carrying value of goodwill and intangible assets with indefinite lives:
| 2014 - in thousands of euros Cash-generating unit |
Intangible assets (*) |
Goodwill | Total | Deferred tax liabilities |
Total (net after deferred tax liabilities) |
|---|---|---|---|---|---|
| News Belgium | 43,153 | 0 | 43,153 | 13,500 | 29,653 |
| Lifestyle Belgium | 3,938 | 0 | 3,938 | 0 | 3,938 |
| Business Belgium | 16,223 | 0 | 16,223 | 479 | 15,744 |
| Free Press Belgium | 12,616 | 0 | 12,616 | 3,052 | 9,564 |
| Free Press other countries | 2,207 | 0 | 2,207 | 4 | 2,203 |
| Entertainment Belgium | 0 | 5 | 5 | 0 | 5 |
| 78,137 | 5 | 78,142 | 17,035 | 61,107 |
(*) Including € 71,964K titles and € 6,173K property rights.
| 2013 - in thousands of euros Cash-generating unit |
Intangible assets (*) |
Goodwill | Total | Deferred tax liabilities |
Total (net after deferred tax liabilities) |
|---|---|---|---|---|---|
| News Belgium | 43,153 | 0 | 43,153 | 13,500 | 29,653 |
| News France | 177,522 | 0 | 177,522 | 55,819 | 121,703 |
| Lifestyle Belgium | 3,864 | 0 | 3,864 | 0 | 3,864 |
| Lifestyle France | 88,825 | 0 | 88,825 | 21,718 | 67,107 |
| Business Belgium | 16,223 | 0 | 16,223 | 479 | 15,744 |
| Business France | 29,371 | 0 | 29,371 | 6,650 | 22,721 |
| Free Press Belgium | 12,616 | 0 | 12,616 | 3,052 | 9,564 |
| Free Press France | 7,884 | 0 | 7,884 | 2,627 | 5,257 |
| Free Press other countries | 2,207 | 0 | 2,207 | 4 | 2,203 |
| Entertainment Belgium | 0 | 5 | 5 | 0 | 5 |
| 381,665 | 5 | 381,670 | 103,849 | 277,821 |
(*) Including € 371,162K titles en € 10,503K property rights.
Roularta Media Group owns, in addition to the intangible assets that are recognised and carried in the accounts, also unrecorded and internally developed titles: Knack, Knack Weekend, Knack Focus, Le Vif Weekend, Focus Vif, Sport/Voetbalmagazine, Sport/ Foot Magazine, Trends, Trends Style, Nest, Télépro, Grande, Plus Magazine, De Streekkrant, De Zondag, Steps City Magazine, Krant van West-Vlaanderen, De Weekbode, De Zeewacht, Kortrijks Handelsblad,... Other internally generated trade names include Media Club, Vlan.be, Kanaal Z/Canal Z,...
The Group tests the value of intangible assets and goodwill with undefined lives annually for impairment, or more frequently where indications exist that these may have fallen in value. The test is based on the recoverable value of each CGU. At this level the book value is compared with its recoverable value (being the higher of fair value less costs to sell or value in use).
The Group has calculated the recoverable value of each CGU based on its value in use. For this it uses the discounted cash flow model. The future cash flows used in determining value in use are based on 5-year business plans, as approved by the board of directors. These business plans are based on historical data and future market expectations.
In the business plans that form the basis of impairment testing, management has included the following basic assumptions: • Cash flow forecasts and the assumptions mentioned below are based on strategic business plans that are approved by management and the board of directors and are in line with the current operational structure and with expected long-term
• The assumptions concerning market position, yield and growth rates are based on historical experience and on estimates by operational and group management of the general economic and market conditions and competitive environment of each CGU,
• Management also assumes that the coming years will see no meaningful decline in its readership, or that, if this does occur, this
The residual value is determined based on a perpetuity formula which assumes a long-term growth in sales of 2% (2013: 2%). This is not higher than the long-term average growth rate of the media industry. The future cash flows are then discounted using an after-tax discount factor of 7.24% (2013: 7.24%). Given the specific nature of the Group and its indebtedness as well as the limited availability of comparable companies in the media industry, the board of directors has decided to overweigh the indebtedness of the Group in the calculation of the discount factor. The board of directors concluded that the derived discount factor is appropriate for use in the impairment tests. This discount factor is based on a WACC model in which the risk premium and gearing ratio are based on the profile of Roularta Media Group as a whole and on a group of comparable companies.
As the local markets in which Roularta Media Group is operating are similar in terms of growth rate and risk profile, management of RMG has concluded that the same assumptions (growth rate and WACC) can be applied for all CGUs. The long-term growth rate has for this purpose also been benchmarked with external sources and properly reflects the expectations within the media industry.
Actual cash flows could differ from the cash flows projected in the major strategic business plans if the basic assumptions change. The following reasonably possible changes in key underlying assumptions have been tested, even though their occurrence is deemed unlikely:
of the company or in cost of equity and debt. However, management has performed a sensitivity analysis on the WACC used on the assumption of constant business plans and an unchanged long-term average growth rate. This shows that only a 2% change
and reflects operators' flexibility to respond to new market conditions. Notwithstanding this, management has performed a sensitivity analysis on infinite growth on the assumption of constant business plans and an unchanged WACC. This shows that an
and on the assumption of unchanging activities at Roularta Media Group and with no efficiency improvements, this can have a significant impact on the tests that have been performed. A sensitivity analysis has been performed for this, whereby the cash flow serving as the basis for the infinite growth is reduced, while WACC and infinite growth remain constant. This analysis shows
analysis on the combined effect of a simultaneous change of the following three interrelated assumptions: a 1% increase in WACC, a 1% decline in growth and a 10% reduction in cash flow as a basis for the infinite growth. This analysis shows that, under Impairment losses recorded
Based on the tests mentioned above no impairment loss was recognised on intangible fixed assets in 2014. In 2013 impairment losses were recorded for € 14,939K (before tax) on the Business France CGU and the Lifestyle France CGU.
For goodwill, based on the above test, no impairment loss was recorded in 2014. In 2013 an impairment loss was recorded for € 30,058K (before tax) on the News France CGU and the Business France CGU.
| 2014 | in thousands of euros | Land and buildings |
Plant, machin ery & equip ment |
Furni ture and vehicles |
Leasing and other similar rights |
Other property, plant & equip ment |
Assets under construc tion |
Total |
|---|---|---|---|---|---|---|---|---|
| AT COST | ||||||||
| Balance at the end of the preceding period | 90,479 | 19,797 | 17,256 | 51 | 4,441 | 0 132,024 | ||
| Movements during the period: | ||||||||
| - Acquisitions | 526 | 1,812 | 805 | 72 | 3,215 | |||
| - Acquisitions through business combinations | 34 | 34 | ||||||
| - Sales and disposals (-) | -2 | -643 | -238 | -883 | ||||
| - Transfers from one heading to another | 18 | -18 | 0 | |||||
| - Reclassed to assets held for sale | -7,810 | -4,129 | -11,939 | |||||
| At the end of the period | 91,005 | 21,607 | 9,660 | 33 | 146 | 0 122,451 | ||
| DEPRECIATION AND IMPAIRMENT LOSSES | ||||||||
| Balance at the end of the preceding period | 32,256 | 16,490 | 14,418 | 32 | 3,512 | 0 | 66,708 | |
| Movements during the period: | ||||||||
| - Depreciation | 3,614 | 1,091 | 1,074 | 6 | 354 | 6,139 | ||
| - Written down after sales and disposals (-) | -1 | -464 | -214 | -679 | ||||
| - Transfers from one heading to another | -17 | -16 | 13 | -20 | ||||
| - Reclassed to assets held for sale | -7,040 | -3,597 | -10,637 | |||||
| At the end of the period | 35,870 | 17,580 | 7,988 | 22 | 68 | 0 | 61,528 | |
| Net carrying amount at the end of the period | 55,135 | 4,027 | 1,672 | 11 | 78 | 0 | 60,923 |
| Assets pledged as security in thousands of euros |
|
|---|---|
| Land and buildings pledged as security for liabilities (mortgage included) | 17,115 |
| Leased property, plant and equipment of which the finance lease liabilities are secured by the lessor's title to the leased assets | 11 |
The heading 'leasing and other similar rights' comprises vehicles of a number of group companies with a carrying amount of € 11K.
| 2013 | in thousands of euros | Land and buildings |
Plant, machin ery & equip ment |
Furni ture and vehicles |
Leasing and other similar rights |
Other property, plant & equip ment |
Assets under construc tion |
Total |
|---|---|---|---|---|---|---|---|---|
| AT COST | ||||||||
| Balance at the end of the preceding period | 94,672 | 19,129 | 16,874 | 51 | 4,556 | 0 135,282 | ||
| Movements during the period: | ||||||||
| - Acquisitions | 275 | 484 | 908 | 79 | 1,746 | |||
| - Acquisitions through business combinations | 187 | 5 | -194 | -2 | ||||
| - Sales and disposals (-) | -4,468 | -3 | -531 | -5,002 | ||||
| At the end of the period | 90,479 | 19,797 | 17,256 | 51 | 4,441 | 0 132,024 | ||
| DEPRECIATION AND IMPAIRMENT LOSSES | ||||||||
| Balance at the end of the preceding period | 29,729 | 15,518 | 13,966 | 22 | 3,147 | 0 | 62,382 | |
| Movements during the period: | ||||||||
| - Depreciation | 3,690 | 973 | 968 | 10 | 560 | 6,201 | ||
| - Written down after sales and disposals (-) | -1,163 | -1 | -516 | -195 | -1,875 | |||
| At the end of the period | 32,256 | 16,490 | 14,418 | 32 | 3,512 | 0 | 66,708 | |
| Net carrying amount at the end of the period | 58,223 | 3,307 | 2,838 | 19 | 929 | 0 | 65,316 |
| Assets pledged as security in thousands of euros |
|
|---|---|
| Land and buildings pledged as security for liabilities (mortgage included) | 18,420 |
| Leased property, plant and equipment of which the finance lease liabilities are secured by the lessor's title to the leased assets | 19 |
| cial position and results of the Group. | |||
|---|---|---|---|
I. Overview of significant joint ventures The following joint ventures have a significant effect on the financial position and results of the Group.
| Name of joint venture | Main activity | Place of incorporation and principal place of business |
Proportion of ownership interest and voting rights of the Group |
|||
|---|---|---|---|---|---|---|
| 2014 | 2013 | |||||
| Medialaan Group | Audiovisual Media | Vilvoorde, Belgium | 50.00% | 50.00% | ||
| Bayard Group | Printed Media | Augsburg, Germany | 50.00% | 50.00% |
These joint ventures are accounted for by using the equity method of consolidation.
Condensed financial information related to these significant joint ventures of the Group is detailed below. Such financial information agrees to the financial reporting of the joint ventures in accordance with IFRS.
Medialaan Group consists of the entities Medialaan NV, JOEfm NV, Media Ad Infinitum NV, TvBastards NV and Stievie NV.
| Condensed financial information | in thousands of euros | 2014 | 2013 |
|---|---|---|---|
| Fixed assets | 133,377 | 138,192 | |
| Current assets | 182,011 | 183,247 | |
| - of which cash and cash equivalents | 9,272 | 6,228 | |
| Long-term liabilities | -28,482 | -24,464 | |
| - of which financial liabilities | 0 | 0 | |
| Short-term liabilities | -86,108 | -90,396 | |
| - of which financial liabilities | 0 | 0 | |
| Sales | 299,867 | 315,483 | |
| Depreciation and amortisation | -9,192 | -12,024 | |
| Interest income | 165 | 115 | |
| Interest expense | -21 | -38 | |
| Income tax expense | -14,759 | -11,199 | |
| Net result for the period | 34,219 | 26,982 | |
| Other comprehensive income for the period | 0 | 0 | |
| Total comprehensive income for the period | 34,219 | 26,982 | |
| Dividends received during the period | 20,000 | 15,000 |
Reconciliation of the above-mentioned financial information with the carrying amount of the investment of Medialaan Group in the consolidated financial statements:
| in thousands of euros | 2014 | 2013 |
|---|---|---|
| Net assets of the joint venture | 200,798 | 206,579 |
| Share of the Group in Medialaan Group | 50.00% | 50.00% |
| Carrying amount of the investment in Medialaan Group | 100,399 | 103,290 |
Medialaan is part of the Audiovisual Media segment of the Group. The Group continues its growth path supported by good viewer ratings in the right target audience (MRP 18-54), more viewers for its news programmes and good listener numbers. Radio station Q-music is now 2% bigger than Studio Brussel. Medialaan again realised a bigger advertising market share. Medialaan TV continues to realise nice viewer ratings with less broadcasting costs. It continues to invest in a strong brand recognition (additional marketing spend) and in innovation (expansion of the Innovation and Operations department).
Advertising sales continued to increase for the radio channels but noted a decrease of 8% for television, largely as a result of the FMCG market. This decrease has however been compensated by growth in viewer-related revenues. New agreements on broadcasting rights with Belgacom and Telenet result in higher revenues and new phenomena like 'look-back' TV continue to grow. Medialaan already realises 20% non-advertising income on TV and radio. The websites are sold out for short-form and long-form video advertising.
New strategies are being developed with the further expansion of Stievie, an innovating programme line-up and own productions from TvBastards.
Medialaan Group is currently engaged in a procedure with the special tax inspectorate which proceeded in 2011 to collect the gambling tax which, according to it, is owed for 2009 and for the first quarter of 2010. The assessment (Group's share) against Medialaan amounts to € 0.5 million. This assessment was contested, and for this reason the amount in question was charged against income. There are also tax claims pending against subcontractors of Medialaan, for which Medialaan is partly liable. Following an adverse ruling in June 2014 in a similar case, it was decided on 30 June 2014 to increase the provision for the phonein games organised by Medialaan from 2008 to 2010 to € 10 million, in respect of both Medialaan and its subcontractors. On 12 September 2014, the Leuven Court of First Instance ruled that Medialaan had acted in good faith with respect to the gambling tax. Consequently, the assessments were upheld, but the penalties declared unfounded. Based on the above, Medialaan decided to reduce the provision set up on 30 June 2014 from € 10 million to € 2.6 million as of 31 December 2014. From 1 April 2010, new circulars apply, which the Group is applying. In this way, from the second quarter of 2010 onwards there is no risk of any dispute with the tax authorities on gambling taxes owed.
Roularta Media Group has no contractual obligations or limitations towards Medialaan Group.
Bayard Group consists of the entities Bayard Media GMBH & CO KG, Bayard Media Verwaltungs GMBH, Senior Publications SA, Senior Publications Nederland BV, Senior Publications Deutschland GMBH & CO KG, Senior Publications Verwaltungs GMBH, Belgomedia SA, J.M. Sailer Verlag GMBH, J.M. Sailer Geschäftsführungs GMBH, Living & More Verlag GMBH, 50+ Beurs & Festival BV, Press Partners BV, Mediaplus BV and Verlag Deutscher Tierschutz-Dienst GMBH.
| Condensed financial information | in thousands of euros | 2014 | 2013 |
|---|---|---|---|
| Fixed assets | 20,511 | 21,864 | |
| Current assets | 37,554 | 37,436 | |
| - of which cash and cash equivalents | 4,454 | 3,128 | |
| Long-term liabilities | -8,807 | -7,969 | |
| - of which financial liabilities | 0 | -150 | |
| Short-term liabilities | -22,272 | -23,132 | |
| - of which financial liabilities | -1,135 | 0 | |
| Sales | 60,810 | 64,983 | |
| Depreciation and amortisation | -2,218 | -756 | |
| Interest income | 68 | 67 | |
| Interest expense | -57 | -89 | |
| Income tax expense | -1,079 | -1,091 | |
| Net result for the period | 3,095 | 4,575 | |
| Other comprehensive income for the period | 0 | 0 | |
| Total comprehensive income for the period | 3,095 | 4,575 | |
| Dividends received during the period | 2,144 | 1,644 |
Reconciliation of the above-mentioned financial information with the carrying amount of the investment of Bayard Group in the consolidated financial statements:
| in thousands of euros | 2014 | 2013 |
|---|---|---|
| Net assets of the joint venture | 26,986 | 28,198 |
| Share of the Group in Bayard Group | 50.00% | 50.00% |
| Carrying amount of the investment in Bayard Group | 13,493 | 14,099 |
Bayard Group is part of the Printed Media segment. Bayard Media is the magazine division aiming at the over 50 audience. In addition the Group publishes magazines for children and youth (Sailer Verlag). Despite the slight decrease in sales (-6%) the operational result and net result remained positive, this even while the living and garden titles of Living & More were sold. With a strong subscription base on the titles Plus Magazin and Frau im Leben the future remains promising. For all German products digitising will become a priority in the coming years.
Roularta Media Group has no contractual obligations or limitations towards Bayard Group.
II. Summarised financial information of associates and joint ventures not individually significant
This category consists of the entities Aventin Immobilier SCI, CTR Media SA, De Woonkijker NV, Himalaya NV, Idéat Editions SA, Regionale Media Maatschappij NV, Regionale TV Media NV, The Good Concept Store SAS, Voix du Nord L'étudiant SA, Proxistore NV, Click Your Car NV, Yellowbrick NV, Repropress CVBA, Partenaire Développement SARL, Twice Entertainment BVBA and Febelma Regie CVBA.
| Condensed financial information | in thousands of euros | 2014 | 2013 |
|---|---|---|---|
| Share of the Group in the result for the period | -640 | -925 | |
| Share of the Group in other comprehensive income for the period | 0 | 0 | |
| Share of the Group in total comprehensive income for the period | -640 | -925 | |
| Total carrying amount of other investments held by the Group | 2,807 | 2,694 |
Roularta Media Group has no contractual obligations or limitations towards those associates and joint ventures.
III. Effect of restatement for IFRS 11 Comparative information for 2013 has been restated due to the retrospective application of IFRS 11 Joint Arrangements.
By applying this new standard, joint ventures are included in the consolidation using the equity method instead of the proportional consolidation method. The effect of this restatement on the consolidated financial statements can be summarised as follows:
| ASSETS | in thousands of euros | 01/01/2013 | 01/01/2013 | |
|---|---|---|---|---|
| As published | Effect IFRS 11 | Consolidated (restated for IFRS 11) |
||
| Non-current assets | 604,675 | 32,634 | 637,309 | |
| Intangible assets | 417,951 | -11,875 | 406,076 | |
| Goodwill | 71,931 | -41,868 | 30,063 | |
| Property, plant and equipment | 100,362 | -27,460 | 72,902 | |
| Investments accounted for using the equity method | 284 | 121,680 | 121,964 | |
| Available-for-sale investments, loans and guarantees | 5,512 | -1,167 | 4,345 | |
| Trade and other receivables | 1,794 | -65 | 1,729 | |
| Deferred tax assets | 6,841 | -6,611 | 230 | |
| Current assets | 333,761 | -108,736 | 225,025 | |
| Inventories | 58,868 | -47,252 | 11,616 | |
| Trade and other receivables | 184,933 | -48,342 | 136,591 | |
| Tax receivable | 439 | -155 | 284 | |
| Financial derivatives | 787 | 0 | 787 | |
| Short-term investments | 42,828 | 0 | 42,828 | |
| Cash and cash equivalents | 35,684 | -11,890 | 23,794 | |
| Deferred charges and accrued income | 10,222 | -1,097 | 9,125 | |
| Total assets | 938,436 | -76,102 | 862,334 |
| ASSETS | in thousands of euros | 01/01/2013 | 01/01/2013 | |
|---|---|---|---|---|
| As published | Effect IFRS 11 | Consolidated (restated for IFRS 11) |
||
| Non-current assets | 604,675 | 32,634 | 637,309 | |
| Intangible assets | 417,951 | -11,875 | 406,076 | |
| Goodwill | 71,931 | -41,868 | 30,063 | |
| Property, plant and equipment | 100,362 | -27,460 | 72,902 | |
| Investments accounted for using the equity method | 284 | 121,680 | 121,964 | |
| Available-for-sale investments, loans and guarantees | 5,512 | -1,167 | 4,345 | |
| Trade and other receivables | 1,794 | -65 | 1,729 | |
| Deferred tax assets | 6,841 | -6,611 | 230 | |
| Current assets | 333,761 | -108,736 | 225,025 | |
| Inventories | 58,868 | -47,252 | 11,616 | |
| Trade and other receivables | 184,933 | -48,342 | 136,591 | |
| Tax receivable | 439 | -155 | 284 | |
| Financial derivatives | 787 | 0 | 787 | |
| Short-term investments | 42,828 | 0 | 42,828 | |
| Cash and cash equivalents | 35,684 | -11,890 | 23,794 | |
| Deferred charges and accrued income | 10,222 | -1,097 | 9,125 | |
| Total assets | 938,436 | -76,102 | 862,334 |
Impact on the income statement of 2013:
| in thousands of euros | 2013 | 2013 | |
|---|---|---|---|
| As published | Effect IFRS 11 | Consolidated (restated for IFRS 11) |
|
| Sales | 676,310 | -191,155 | 485,155 |
| Own construction capitalised | 791 | 0 | 791 |
| Raw materials, consumables and goods for resale | -159,470 | 56,462 | -103,008 |
| Services and other goods | -284,579 | 68,886 | -215,693 |
| Personnel | -194,032 | 35,220 | -158,812 |
| Other operating result | 3,434 | -578 | 2,856 |
| Restructuring costs: costs | -8,432 | 562 | -7,870 |
| Share in the result of associated companies and joint ventures | -207 | 14,985 | 14,778 |
| Operational cashflow - EBITDA | 33,815 | -15,618 | 18,197 |
| Depreciation, write-down and provisions | -70,041 | 7,344 | -62,697 |
| Depreciation and write-down of intangible and tangible assets | -17,443 | 6,731 | -10,712 |
| Write-down of debtors and inventories | -1,013 | 662 | -351 |
| Provisions | -5,825 | -382 | -6,207 |
| Impairment losses | -45,760 | 333 | -45,427 |
| Restructuring costs: provisions | -13,175 | -91 | -13,266 |
| Operating result - EBIT | -49,401 | -8,365 | -57,766 |
| Interest income | 2,253 | -3 | 2,250 |
| Interest expenses | -9,659 | 137 | -9,522 |
| Operating result after net finance costs | -56,807 | -8,231 | -65,038 |
| Income taxes | -1,758 | 8,231 | 6,473 |
| Net result of the consolidated companies | -58,565 | 0 | -58,565 |
| Attributable to: | |||
| Minority interests | -656 | 0 | -656 |
| Equity holders of Roularta Media Group | -57,909 | 0 | -57,909 |
| LIABILITIES in thousands of euros |
01/01/2013 | 01/01/2013 | |
|---|---|---|---|
| As published | Effect IFRS 11 | Consolidated (restated for IFRS 11) |
|
| Equity | 356,955 | 0 | 356,955 |
| Group's equity | 344,689 | 0 | 344,689 |
| Issued capital | 203,225 | 0 | 203,225 |
| Treasury shares | -24,647 | 0 | -24,647 |
| Retained earnings | 162,122 | 0 | 162,122 |
| Other reserves | 3,931 | 0 | 3,931 |
| Translation differences | 58 | 0 | 58 |
| Minority interests | 12,266 | 0 | 12,266 |
| Non-current liabilities | 266,094 | -17,572 | 248,522 |
| Provisions | 7,671 | -271 | 7,400 |
| Employee benefits | 9,846 | -293 | 9,553 |
| Deferred tax liabilities | 117,128 | -12,892 | 104,236 |
| Financial debts | 128,994 | -1,859 | 127,135 |
| Trade payables | 2,184 | -2,165 | 19 |
| Other payables | 271 | -92 | 179 |
| Current liabilities | 315,387 | -58,530 | 256,857 |
| Financial debts | 19,053 | -413 | 18,640 |
| Trade payables | 173,145 | -46,379 | 126,766 |
| Advances received | 49,744 | -5,945 | 43,799 |
| Employee benefits | 38,695 | -5,933 | 32,762 |
| Taxes | 7,415 | -4,451 | 2,964 |
| Other payables | 18,405 | 6,438 | 24,843 |
| Financial derivatives | 1,974 | -137 | 1,837 |
| Accrued charges and deferred income | 6,956 | -1,710 | 5,246 |
| Total liabilities | 938,436 | -76,102 | 862,334 |
| ASSETS | in thousands of euros | 31/12/2013 | 31/12/2013 | |
|---|---|---|---|---|
| As published | Effect IFRS 11 | Consolidated (restated for IFRS 11) |
||
| Non-current assets | 549,859 | 35,180 | 585,039 | |
| Intangible assets | 403,473 | -11,231 | 392,242 | |
| Goodwill | 41,087 | -41,082 | 5 | |
| Property, plant and equipment | 91,775 | -26,459 | 65,316 | |
| Investments accounted for using the equity method | 1,033 | 119,784 | 120,817 | |
| Available-for-sale investments, loans and guarantees | 4,515 | -484 | 4,031 | |
| Trade and other receivables | 1,939 | -66 | 1,873 | |
| Deferred tax assets | 6,037 | -5,282 | 755 | |
| Current assets | 302,208 | -101,381 | 200,827 | |
| Inventories | 56,132 | -46,586 | 9,546 | |
| Trade and other receivables | 184,227 | -46,678 | 137,549 | |
| Tax receivable | 671 | -235 | 436 | |
| Short-term investments | 22,924 | 0 | 22,924 | |
| Cash and cash equivalents | 27,954 | -6,073 | 21,881 | |
| Deferred charges and accrued income | 10,300 | -1,809 | 8,491 | |
| Total assets | 852,067 | -66,201 | 785,866 |
| LIABILITIES in thousands of euros |
31/12/2013 | 31/12/2013 | |
|---|---|---|---|
| As published | Effect IFRS 11 | Consolidated (restated for IFRS 11) |
|
| Equity | 298,468 | 0 | 298,468 |
| Group's equity | 287,053 | 0 | 287,053 |
| Issued capital | 203,225 | 0 | 203,225 |
| Treasury shares | -24,647 | 0 | -24,647 |
| Retained earnings | 104,213 | -10 | 104,203 |
| Other reserves | 4,195 | 10 | 4,205 |
| Translation differences | 67 | 0 | 67 |
| Minority interests | 11,415 | 0 | 11,415 |
| Non-current liabilities | 270,693 | -17,032 | 253,661 |
| Provisions | 29,215 | -346 | 28,869 |
| Employee benefits | 8,616 | -251 | 8,365 |
| Deferred tax liabilities | 110,302 | -13,572 | 96,730 |
| Financial debts | 121,055 | -1,534 | 119,521 |
| Trade payables | 1,264 | -1,262 | 2 |
| Other payables | 241 | -67 | 174 |
| Current liabilities | 282,906 | -49,169 | 233,737 |
| Financial debts | 6,136 | -429 | 5,707 |
| Trade payables | 162,965 | -39,944 | 123,021 |
| Advances received | 46,509 | -6,122 | 40,387 |
| Employee benefits | 37,168 | -5,791 | 31,377 |
| Taxes | 5,893 | -4,003 | 1,890 |
| Other payables | 16,242 | 8,724 | 24,966 |
| Financial derivatives | 1,121 | -269 | 852 |
| Accrued charges and deferred income | 6,872 | -1,335 | 5,537 |
| Total liabilities | 852,067 | -66,201 | 785,866 |
Impact on the consolidated cash flow statement of 31/12/2013:
| in thousands of euros | 31/12/2013 | 31/12/2013 | |
|---|---|---|---|
| As published | Effect IFRS 11 | Consolidated (restated for IFRS 11) |
|
| Net cash flow relating to operating activities (A) | 3,842 | -161 | 3,681 |
| Net cash flow relating to investing activities (B) | 9,925 | 5,668 | 15,593 |
| Net cash flow relating to financing activities (C) | -21,497 | 310 | -21,187 |
| Total decrease / increase in cash and cash equivalents (A+B+C) | -7,730 | 5,817 | -1,913 |
| Cash and cash equivalents, beginning balance | 35,684 | -11,890 | 23,794 |
| Cash and cash equivalents, ending balance | 27,954 | -6,073 | 21,881 |
| Net decrease / increase in cash and cash equivalents | -7,730 | 5,817 | -1,913 |
I. Available-for-sale investments
| in thousands of euros | 2014 | 2013 |
|---|---|---|
| AT COST | ||
| At the end of the preceding period | 3,221 | 2,951 |
| Movements during the period: | ||
| - Acquisitions | 556 | 306 |
| - Disposals (-) | -36 | |
| - Reclassified as assets held for sale | -2,763 | |
| At the end of the period | 1,014 | 3,221 |
| IMPAIRMENT LOSSES (-) | ||
| At the end of the preceding period | -430 | 0 |
| Movements during the period: | ||
| - Impairment loss / reversal recognised in income | -430 | |
| - Reclassified as assets held for sale | 430 | |
| At the end of the period | 0 | -430 |
| Net carrying amount at the end of the period | 1,014 | 2,791 |
All investments are considered as available for sale and are carried at fair value.
Given the impossibility of reliably estimating the fair value of the other investments, financial assets for which there is no active market are valued at cost. This applies mainly to NV Roularta Media Group's investments in NV Omroepgebouw Flagey (€ 522K), in SA STM (€ 208K) and in CPP-INCOFIN (€ 124K). The Group does not expect to dispose of these shares in the short term.
The part of the investments related to the French activities that are being discontinued by the Group have been reclassified to assets held for sale (see Note 12).
II. Loans and guarantees
| in thousands of euros | 2014 | 2013 |
|---|---|---|
| AT AMORTISED COST | ||
| At the end of the preceding period | 1,240 | 1,394 |
| Movements during the period: | ||
| - Additions | 3,031 | |
| - Acquisitions through business combinations | ||
| - Disposals through business divestiture (-) | ||
| - Transfers from one heading to another | ||
| - Reimbursements | -641 | -154 |
| At the end of the period | 3,630 | 1,240 |
| IMPAIRMENT LOSSES | ||
| At the end of the preceding period | 0 | 0 |
| Movements during the period: | ||
| - Impairment loss / reversal recognised in income | ||
| At the end of the period | 0 | 0 |
| Net carrying amount at the end of the period | 3,630 | 1,240 |
| Total | 4,644 | 4,031 |
| The loans and guarantees include various guarantees, a.o. rent guarantees (€ 3,630K). |
| I. Trade and other receivables, non current | in thousands of euros | 2014 | 2013 |
|---|---|---|---|
| Other receivables | 40 | 1,873 | |
| Total trade and other receivables - non current | 40 | 1,873 |
Other receivables at the end of 2013 related on the one hand to loans granted to third parties with whom business relationships exist. Market interest is being charged on these outstanding balances. On the other hand included the 2013 balance a contractual claim under French social security legislation.
At the end of the financial year, doubtful receivables are estimated based on an assessment of all outstanding amounts. Doubtful debtors are written off in the year in which they are identified as such.
| Movements during the period of the allowance for bad and doubtful debts (non current): |
in thousands of euros | 2014 | 2013 |
|---|---|---|---|
| Net carrying amount at the end of the preceding period | 0 | 0 | |
| Net carrying amount at the end of the period | 0 | 0 |
| II. Trade and other receivables, current | in thousands of euros | 2014 | 2013 |
|---|---|---|---|
| Trade receivables, gross | 63,451 | 123,042 | |
| Allowance for bad and doubtful debts, current (-) | -4,584 | -7,330 | |
| Invoices to issue and credit notes to receive (*) | 2,683 | 5,752 | |
| Amounts receivable and debit balances suppliers | 1,056 | 864 | |
| VAT receivable (*) | 665 | 1,978 | |
| Other receivables, gross | 4,688 | 14,780 | |
| Allowance for other receivables | -1,829 | -1,537 | |
| Total trade and other receivables - current | 66,130 | 137,549 |
(*) Not considered as financial assets as defined in IAS 32.
| Analysis of the age of current trade receivables: | in thousands of euros | 2014 | 2013 |
|---|---|---|---|
| Net carrying amount at the end of the period | 63,451 | 123,042 | |
| - of which: | |||
| * not due and due less than 30 days | 40,373 | 85,145 | |
| * due 30 - 60 days | 3,143 | 15,485 | |
| * due 61 - 90 days | 3,177 | 6,855 | |
| * due more than 90 days | 16,758 | 15,557 |
Financial assets that have fallen due at reporting date, but on which no write-down has been taken: past-due amounts have not been written down where collection is still deemed likely.
At the end of the financial year, doubtful receivables are estimated based on an assessment of all outstanding amounts. Doubtful debtors are written off in the year in which they are identified as such.
| Movements during the period of the allowance for in thousands of euros bad and doubtful debts (trade debts): |
2014 | 2013 |
|---|---|---|
| Net carrying amount at the end of the preceding period | -7,330 | -6,564 |
| - Business combinations / business divestiture | -22 | -875 |
| - Amounts written off during the year | -4,556 | -5,471 |
| - Reversal of amounts written off during the year | 5,093 | 5,564 |
| - Receivables derecognised as uncollectible and amounts collected in the financial year | 40 | 16 |
| - Reclassified as assets held for sale | 2,191 | 0 |
| Net carrying amount at the end of the period | -4,584 | -7,330 |
In most Group companies, based on the year-end evaluation the provision from the end of the previous year is reversed and a new provision is recorded.
Realised losses on receivables (also on receivables provisioned at the end of the previous financial year) are detailed in Note 7.
| 2014 | 2013 |
|---|---|
| -1,537 | -1,537 |
| -292 | |
| -1,829 | -1,537 |
| in thousands of euros |
I. Overview deferred tax assets - liabilities
| Recognised deferred tax assets and liabilities are attributable to: |
in thousands of euros | 2014 | 2013 | ||
|---|---|---|---|---|---|
| Deferred tax assets |
Deferred tax liabilities |
Deferred tax assets |
Deferred tax liabilities |
||
| Intangible assets | 1,234 | 19,887 | 417 | 105,946 | |
| Property, plant and equipment | 19 | 9,462 | 12 | 10,483 | |
| Available-for-sale investments, loans, guarantees | 16 | 5,243 | 16 | 5,243 | |
| Trade and other receivables | 6 | 6 | |||
| Short-term investments | 244 | 228 | |||
| Deferred charges and accrued income | 244 | 228 | |||
| Treasury shares | 21 | 21 | |||
| Retained earnings | 596 | 25 | 2,340 | ||
| Provisions | 2,681 | 9 | |||
| Non-current employee benefits | 1,165 | 816 | |||
| Non-current financial debts | 609 | 629 | |||
| Other payables | 1,234 | 845 | 1,320 | 488 | |
| Total deferred taxes related to temporary differences | 6,599 | 36,907 | 2,849 | 125,378 | |
| Tax losses | 654 | 21,994 | |||
| Tax credits | 3,730 | 4,560 | |||
| Set off tax | -9,782 | -9,782 | -28,648 | -28,648 | |
| Net deferred tax assets/liabilities | 1,201 | 27,125 | 755 | 96,730 |
| 2014 | 2013 | ||
|---|---|---|---|
| Deferred tax assets |
Deferred tax liabilities |
Deferred tax assets |
Deferred tax liabilities |
| 1,234 | 19,887 | 417 | 105,946 |
| 19 | 9,462 | 12 | 10,483 |
| 16 | 5,243 | 16 | 5,243 |
| 6 | 6 | ||
| 244 | 228 | ||
| 244 | 228 | ||
| 21 | 21 | ||
| 596 | 25 | 2,340 | |
| 2,681 | 9 | ||
| 1,165 | 816 | ||
| 609 | 629 | ||
| 1,234 | 845 | 1,320 | 488 |
| 6,599 | 36,907 | 2,849 | 125,378 |
| 654 | 21,994 | ||
| 3,730 | 4,560 | ||
| -9,782 | -9,782 | -28,648 | -28,648 |
| 1,201 | 27,125 | 755 | 96,730 |
Deferred tax assets have not been recognised in respect of tax losses for an amount of € 25,395K (2013: € 37,145K) and in respect of temporary differences of € 1K (2013: € 1K) because it is not probable that future taxable profit will be available against which they can be utilised.
Roularta Media Group recognised deferred tax assets amounting to € 1,076K (2013: € 709K) of affiliates which suffered losses in the current or previous period. Budgets, however, indicate that these affiliates will generate sufficient taxable profit in the near future to utilise the recognised deferred tax assets.
| in thousands of euros | 2014 | 2013 | ||
|---|---|---|---|---|
| Tax losses carried forward |
Tax credits | Tax losses carried forward |
Tax credits | |
| Year of expiration | ||||
| 2016 | ||||
| 2017 | 141 | 141 | ||
| 2018 | 254 | 254 | ||
| > 5 years | ||||
| Without expiration date | 654 | 3,335 | 21,944 | 4,165 |
| Total deferred tax asset | 654 | 3,730 | 21,944 | 4,560 |
| in thousands of euros | 2014 | 2013 |
|---|---|---|
| Gross amount | ||
| Raw materials | 4,958 | 7,232 |
| Work in progress | 550 | 780 |
| Finished goods | 194 | 1,253 |
| Goods purchased for resale | 640 | 1,562 |
| Contracts in progress | 2 | 29 |
| Total gross amount (A) | 6,344 | 10,856 |
| Write-downs and other reductions in value (-) | ||
| Raw materials | -186 | |
| Finished goods | -95 | -772 |
| Goods purchased for resale | -95 | -352 |
| Total write-downs (B) | -190 | -1,310 |
| Carrying amount | ||
| Raw materials | 4,958 | 7,046 |
| Work in progress | 550 | 780 |
| Finished goods | 99 | 481 |
| Goods purchased for resale | 545 | 1,210 |
| Contracts in progress | 2 | 29 |
| Total carrying amount at cost (A+B) | 6,154 | 9,546 |
| I. Short-term investments | in thousands of euros | 2014 | 2013 |
|---|---|---|---|
| AT COST | |||
| At the end of the preceding period | 23,439 | 43,046 | |
| Movements during the period: | |||
| - Additions | 720 | ||
| - Reimbursements and sales | -22,718 | -20,327 | |
| At the end of the period | 721 | 23,439 | |
| FAIR VALUE ADJUSTMENTS | |||
| At the end of the preceding period | -515 | -218 | |
| Movements during the period: | |||
| - Increase from fair value adjustments | 620 | 73 | |
| - Decrease from fair value adjustments (write-down) | -612 | ||
| - Reimbursements and sales | 242 | ||
| At the end of the period | 105 | -515 | |
| Net carrying amount at the end of the period | 826 | 22,924 | |
| The short-term investments relate on the one hand to life capital plans that are considered as financial assets at fair value through profit and loss. In 2014, € 620K (2013: € 73K) was recognised through profit and loss related to the fair value adjustment of these short-term investments. In addition, there were short-term investments that were redeemed in 2014 (€ 20,001K). Finally the short-term investments consist of rights to the producer's share in net income under a tax shelter agreement. On these, valuation allowances are recorded, where applicable, to reflect the evolution of the market value. |
| II. Cash and cash equivalents | in thousands of euros | 2014 | 2013 |
|---|---|---|---|
| Bank balances | 32,487 | 21,291 | |
| Short-term deposits | 500 | 550 | |
| Cash at hand | 6 | 40 | |
| Total cash and cash equivalents | 32,993 | 21,881 |
Issued capital
At 31 December 2014, the issued capital amounted to € 203,225K (2013: € 203,225K) represented by 13,141,123 (2013: 13,141,123) fully paid-in ordinary shares. These are no-par shares.
Treasury shares
At 31 December 2014 the Group owns 657,850 own shares (2013: 657,850).
| in thousands of euros | 2014 | 2013 |
|---|---|---|
| Share premium | 304 | 304 |
| Costs of issuance and equity increase (net after deferred taxes) | -1,267 | -1,267 |
| Reserves for share-based payments | 5,460 | 5,898 |
| Reserves for actuarial gain / loss employee benefits | -2,923 | -730 |
| Total other reserves | 1,574 | 4,205 |
The reserves for share-based payments relate to the share options allocated as described in Note 24.
| Hedging reserves | in thousands of euros | 2014 | 2013 |
|---|---|---|---|
| At the end of the preceding period | 0 | -190 | |
| Gains / losses on cash flow hedges | 287 | ||
| Taxes related to gains / losses on cash flow hedges recognised in equity | -97 | ||
| At the end of the period | 0 | 0 |
Changes in the fair value of hedging instruments designated as effective cash flow hedges are calculated and recognised directly in equity on a half-yearly basis.
Various subscription rights and stock option plans have been issued by NV Roularta Media Group with the intention of allowing management and executive employees to benefit from the growth of the company and the evolution of the Roularta share. All subscription rights and stock option plans are settled in equity instruments, whereby each plan provides that one option or one subscription right entitles its holder to one Roularta share against payment of the exercise price. Options become unconditional when the employment contract or directorship has not ended at the time of the next exercise period. An overview of existing subscription rights and stock option plans follows.
The 28,013 subscription rights expired on 10 October 2014 and were not executed. As a result there are no subscription rights outstanding per 31 December 2014.
The Appointments and Remuneration Committee decides on the allocation of the option plans as a function of executives' and managers' performance, their contribution to achieving Group objectives and their commitment to the long-term development of Group strategy. The exercise price of an option is determined on the basis of the average closing price of the share during the thirty days prior to the option offering date or at the price corresponding to the last closing price preceding the offering date. The vesting period of the share options is stated in the following schedule. If the share option remains unexercised during the last exercise period, the share option expires. The share options which are not yet exercisable are forfeited if a member of management or an executive employee leaves the company before the last exercise period, except in case of retirement or decease.
| Year of offering | Options offered |
Options granted |
Options to be exercised |
Exercise price in € |
First exercise period |
Last exercise period |
|---|---|---|---|---|---|---|
| 2002 | 50,000 | 33,500 | 8,650 | 21.93 | 01/01 - 30/06/2006 | 01/01 - 31/12/2015 |
| 2006 | 300,000 | 267,050 | 189,250 | 53.53 | 01/01 - 31/12/2010 | 01/01 - 31/12/2021 |
| 2008 | 300,000 | 233,650 | 155,650 | 40.00 | 01/01 - 31/12/2012 | 01/01 - 31/12/2023 |
| 2009 | 269,500 | 199,250 | 137,250 | 15.71 | 01/01 - 31/12/2013 | 01/01 - 31/12/2019 |
| 919,500 | 733,450 | 490,800 |
Details of the share options outstanding during the year are as follows:
| 2014 | 2013 | |||
|---|---|---|---|---|
| Number of share options |
Weighted average exercise price in € |
Number of share options |
Weighted average exercise price in € |
|
| Outstanding at the beginning of the year | 566,552 | 37.64 | 692,846 | 41.08 |
| Forfeited during the year | -63,000 | 37.94 | -26,300 | 36.64 |
| Expired during the year | -12,752 | 18.20 | -99,994 | 61.74 |
| Outstanding at the end of the year | 490,800 | 38.11 | 566,552 | 37.64 |
| Exercisable at the end of the year | 322,065 | 321,102 |
During the year, no share options were exercised. In 2013, no share options were exercised too. The share options outstanding at the end of the year have a weighted average remaining term of 7.9 years.
To meet potential liabilities arising from stock options, the company introduced in the past a programme to purchase its own shares to enable it to partly meet these future options.
In 2014 the Group recognised -€ 438K (2013: € 31K) as personnel cost relating to equity-settled share-based payment transactions. All stock option plans granted as of 7 November 2002 are recognised in profit and loss.
| 2014 Provisions, non current |
in thousands of euros | Legal proceeding provisions |
Environ mental provisions |
Restruc turing provisions |
Other provisions |
Total |
|---|---|---|---|---|---|---|
| At the end of the preceding period | 9,922 | 14 | 15,111 | 3,822 | 28,869 | |
| Movements during the period: | ||||||
| - Additional provisions | 8 | 91 | 4,682 | 4,781 | ||
| - Increase / decrease to existing provisions | 374 | 374 | ||||
| - Acquisitions through business combinations | 11 | 11 | ||||
| - Reclassified to liabilities associated with assets held for sale (-) | -404 | -14,720 | -1,661 | -16,785 | ||
| - Amounts of provisions used (-) | -13 | -85 | -257 | -355 | ||
| - Unused amounts of provisions reversed (-) | -59 | -59 | ||||
| At the end of the period | 9,903 | 9 | 338 | 6,586 | 16,836 |
Provisions for pending disputes relate largely to disputes at NV De Streekkrant-De Weekkrantgroep, NV Euro DB and at NV Roularta Media Group. A description of the significant litigations can be found in Note 26. The environmental provisions relate to provisions for soil decontamination. The restructuring provisions relate for € 338K to the restructurings within the Belgian group companies. The other provisions include at the end of 2014 exceptional provisions for the transfer of a printing press and for one-off fees.
| 2013 Provisions, non current |
in thousands of euros | Legal proceeding provisions |
Environ mental provisions |
Restruc turing provisions |
Other provisions |
Total |
|---|---|---|---|---|---|---|
| At the end of the preceding period | 1,465 | 16 | 1,637 | 4,282 | 7,400 | |
| Movements during the period: | ||||||
| - Additional provisions | 7,395 | 6 | 14,507 | 910 | 22,818 | |
| - Acquisitions through business combinations | 1,368 | 209 | 1,577 | |||
| - Amounts of provisions used (-) | -306 | -8 | -1,242 | -1,370 | -2,926 | |
| At the end of the period | 9,922 | 14 | 15,111 | 3,822 | 28,869 |
Roularta Media Group is a party to proceedings before the Commercial Court with its former business partner Bookmark. A provision of € 578K has been set up for these proceedings.
NV Kempenland is claiming damages for failure to honour a printing contract with NV De Streekkrant-De Weekkrantgroep. The Turnhout Commercial Court condemned NV De Streekkrant-De Weekkrantgroep on 12 September 2013 in first instance to pay SA Kempenland the sum of:
The judgement was declared provisionally enforceable in an amount of € 3.21 million (the principal amount less an already paid amount of € 0.75 million).
NV De Streekkrant-De Weekkrantgroep appealed this judgement. Proceedings were instigated before the Antwerp Court of Appeal on 9 January 2014. Deadlines for each side presenting its case were established, with the hearing date being set at 8 October 2015. In 2013, the existing provision of € 1.2 million was raised to € 8.2 million (€ 0.75 million of which has already been paid into a blocked account).
The principal amount declared provisionally enforceable by the first judge (= € 3.21 million) was paid by NV De Streekkrant-De Weekkrantgroep in early July 2014 onto a blocked savings account in the name of the disputants' legal advisers, with ING as sequestrator.
On 30 December 2011 a writ was served on NV Roularta Media Group and NV Vogue Trading Video by SAS QOL and SAS QOL FI for damages allegedly suffered from non-compliance with contractual obligations. The total claim amounts to € 4.7 million. The claim was dismissed in first instance by the Commercial Court of Brussels as completely unfounded. SAS QOL and SAS QOL FI have since lodged an appeal against this first judgement. The appeal has been initiated and deadlines have been set for each side to present its case. Based on the current contents of the dossier, Roularta Media Group management believes that it has sufficient legal arguments to refute this claim. No provision has therefore been set up.
With the acquisition of all shares of NV Coface Services Belgium (now Euro DB) RMG inherited a pending legal dispute with InfoBase. InfoBase claims that the counterfeiting for which Coface Services Belgium was condemned in the past by the Nivelles Court of First Instance (judgement of 15 November 2006) has continued. Based on this judgement, whereby Coface Services Belgium SA was sentenced to immediate cessation of this counterfeiting under penalty of a fine of € 1,000 per day, InfoBase has proceeded systematically to claim periodic penalty payments. A provision of € 1.2 million has been set up for these penalty payments. By judgement of the Nivelles judge of attachments of 5 January 2015 NV Euro DB was sentenced to pay € 1.28 million of forfeited penalties and costs. This amount was placed by Euro DB on a blocked account with the Deposit and Consignment Office. Prudently, and despite a positive decision of the Court of First Instance in Brussels on 12 February 2015, which ruled in a parallel lawsuit that Euro DB does not continue to be guilty of counterfeiting, management has decided to increase the existing provision by € 0.5 million to € 1.7 million. Euro DB has also since appealed against the judgement of the Nivelles judge of attachments.
I. General overview
| in thousands of euros | 2014 | 2013 |
|---|---|---|
| Defined benefit plans | 619 | 5,322 |
| Other long-term employee benefits | 3,574 | 3,043 |
| Future tariff benefits on subscriptions | 599 | 710 |
| Employee retirement premiums | 753 | 781 |
| Jubilee premiums | 2,222 | 1,552 |
| At the end of the period | 4,193 | 8,365 |
Various defined benefit pension plans exist within the Group, whereby remuneration is dependent on the number of years' service and salary levels.
For the Belgian plans the assets are held in funds as required by law.
The French plans included in the balance of 2013 relate to the 'indemnité de fin de carrière' (lump sum retirement benefit), a payment to which the employee is entitled upon retirement, based on the collective labour agreement of the syndicate of magazine publishers.
For each plan the pension costs are calculated separately by an actuary based on the 'projected unit credit' method. Using this method obligations in respect of previous years' service and built-up fund investments are calculated, with the difference between the two (net value) shown by the Group in the balance sheet.
| in thousands of euros | 2014 | 2013 |
|---|---|---|
| A. Amounts recognised in the balance sheet | ||
| 1. Net funded defined benefit plan obligation (asset) | 610 | 144 |
| 1.1. Present value of funded or partially funded obligation | 1,927 | 900 |
| 1.2. Fair value of plan assets (-) | -1,317 | -756 |
| 2. Present value of wholly unfunded obligation | 9 | 5,178 |
| Defined benefit plan obligation, total | 619 | 5,322 |
| B. Net expense recognised in income statement and other comprehensive income | ||
| Recognised in income statement | ||
| 1. Current service cost | 47 | 276 |
| 2. Interest cost | 32 | 219 |
| 3. Expected return on plan assets (-) | -28 | -34 |
| 4. Past service cost | -1,276 | |
| Total net expense recognised in income statement | 51 | -815 |
| Recognised in other comprehensive income | ||
| 1. Net actuarial (gain) loss recognised | 274 | -122 |
| Total net expense recognised in other comprehensive income | 274 | -122 |
| Net expense recognised in income statement and other comprehensive income | 325 | -937 |
| C. Movements in the present value of the defined benefit plan obligation | ||||
|---|---|---|---|---|
| Present value of the defined benefit plan obligation, beginning balance | 909 | 7,084 | ||
| 1. Current service cost | 47 | 276 | ||
| 2. Interest cost | 32 | 218 | ||
| 3. Net actuarial (gain) loss recognised | 271 | -115 | ||
| 4. Contribution by the plan's participants | 21 | 21 | ||
| 5. Benefits paid (-) | -97 | -131 | ||
| 6. Other increase (decrease) | 753 | -1,275 | ||
| Present value of the defined benefit plan obligation, ending balance | 1,936 | 6,078 | ||
| D. Movements in the fair value of plan assets | ||||
| Fair value of plan assets, beginning balance | 756 | 783 | ||
| 1. Expected return on plan assets | 28 | 34 | ||
| 2. Actuarial gains (losses) | -3 | 7 | ||
| 3. Contributions by employer | 50 | 42 | ||
| 4. Contribution by the plan's participants | 21 | 21 | ||
| 5. Benefits paid (-) | -97 | -131 | ||
| 6. Other increase (decrease) | 562 | |||
| Fair value of plan assets, ending balance | 1,317 | 756 | ||
| Actual return on plan assets | 25 | 42 | ||
| E. Principal actuarial assumptions | ||||
| 1. Discount rate | 2.2% | 3.2% | ||
| 2. Expected return on plan assets | 2.2% | 3.8% | ||
| 3. Expected rate of salary increase | 1.0% | 1.0% | ||
| 4. Future defined benefit increase | 2.0% | 2.0% | ||
| in thousands of euros | 2014 | 2013 | 2012 | 2011 |
| Present value of defined benefit obligation | 1,936 | 6,078 | 7,282 | 5,940 |
| Fair value of plan assets | 1,317 | 756 | 783 | 734 |
| in thousands of euros | 2014 | 2013 | 2012 | 2011 |
|---|---|---|---|---|
| Present value of defined benefit obligation | 1,936 | 6,078 | 7,282 | 5,940 |
| Fair value of plan assets | 1,317 | 756 | 783 | 734 |
| Deficit / (surplus) | 619 | 5,322 | 6,499 | 5,206 |
| Experience adjustments on plan liabilities | 271 | -115 | 809 | -452 |
| Experience adjustments on plan assets | -3 | 7 | 2 | -75 |
For defined benefit pension plans a defensive investment strategy is applied, with investment mainly in fixed income securities, so as to guarantee the safety, return and liquidity of the investments, with judicious diversification and spread of investments.
The major categories of plan assets, and the percentage that each major category constitutes of the fair value of the total plan assets, are as follows:
| 2014 | 2013 | |
|---|---|---|
| Fixed income securities and cash | 90% | 91% |
| Equity instruments | 4% | 4% |
| Property | 6% | 5% |
The Group expects to make a contribution of € 61K to the defined benefit plans in 2015.
With respect to these defined benefit plans, the Group is exposed to risks related to the decrease in the interest rate (discount rate), which will give rise to an increase in liabilities.
Several defined contribution plans exist within the Group. For the Belgian plans the Law on Supplementary Pensions provides that the employer must guarantee a minimum return of 3.25% on employer contributions and 3.75% on the employee contributions. These returns are being applied as an average over the service period and can be modified by Royal Decree. In such case both the past contributions as the future contributions are reassessed from the date of modification of the plan.
| Summary of defined contribution plans in thousands of euros |
2014 |
|---|---|
| Contributions paid - employer | 2,939 |
| Contributions paid - employee | 396 |
| Amount of reserves built up - insured | 31,461 |
| Amount of reserves built up - pension fund | 0 |
| Weighted average guaranteed return (%) | 3.52% |
For the majority of the Belgian plans the insurance company has confirmed that until 2016 an average net total return of at least 3.25% will be achieved.
IV. Stock options and subscription rights We refer to Note 24.
| 2014 | in thousands of euros | Current | Non current | |||
|---|---|---|---|---|---|---|
| Financial debts | Up to 1 year | 2 years | 3 to 5 years over 5 years | Total | ||
| Debentures | 99,767 | 99,767 | ||||
| Convertible debentures | 71 | 71 | ||||
| Finance leases | 3 | 3 | 3 | 9 | ||
| Credit institutions | 2,483 | 2,021 | 4,204 | 7,291 | 15,999 | |
| Total financial debts according to their maturity | 2,486 | 2,095 | 103,974 | 7,291 | 115,846 | |
| 2013 | in thousands of euros | Current | Non current | |||
| Financial debts | Up to 1 year | 2 years | 3 to 5 years over 5 years | Total | ||
| Debentures | 99,767 | 99,767 | ||||
| Convertible debentures | 3,811 | 3,811 | ||||
| Finance leases | 5 | 4 | 6 | 15 | ||
| Credit institutions | 5,702 | 2,418 | 5,194 | 8,322 | 21,635 | |
| Total financial debts according to their maturity | 5,707 | 6,233 | 104,967 | 8,322 | 125,228 |
In September 2012, RMG carried out a public bond offering. With an issue date of 10 October 2012, this six-year, € 100 million bond offered a fixed annual gross interest rate of 5.125%.
The Group's lenders, except for its bond holders, have imposed covenants calculated on combined financial information where joint ventures are consolidated using the proportionate method of consolidation. These covenants relate to the debt ratio (net financial debt/EBITDA must be less than 3), interest coverage (EBITDA/net financing expenses must be greater than 4), gearing (net debt/equity must be less than 80%), solvency (minimum 25%) and dividends. The Group did not breach any of its covenants imposed on 31 December 2014.
The guaranteed debts included in the financial debts can be summarised as follows (in thousands of euros): Finance leases 9 Credit institutions 7,623
These are guaranteed by (in thousands of euros): Mortgages registered on the Group's land and buildings 11,868 Pledges 2,525
For further information on the Group's exposure to interest and exchange rate risks, see Note 32 Financial instruments – risks and fair value.
| 2014 | in thousands of euros | Current | Non current | |||
|---|---|---|---|---|---|---|
| Trade and other payables | Up to 1 year | 2 years | 3 to 5 years over 5 years | Total | ||
| Trade payables | 66,844 | 66,844 | ||||
| Advances received | 19,800 | 19,800 | ||||
| Current employee benefits | 14,770 | 14,770 | ||||
| - of which payables to employees | 11,127 | 11,127 | ||||
| - of which payables to Public Administrations | 3,643 | 3,643 | ||||
| Taxes | 3,004 | 3,004 | ||||
| Other payables | 15,941 | 37 | 15,978 | |||
| Financial derivatives | 293 | 293 | ||||
| Accrued charges and deferred income | 5,691 | 5,691 | ||||
| Total amount of payables according to their maturity | 126,343 | 0 | 0 | 37 | 126,380 |
| 2013 | in thousands of euros | Current | Non current | |||
|---|---|---|---|---|---|---|
| Trade and other payables | Up to 1 year | 2 years | 3 to 5 years over 5 years | Total | ||
| Trade payables | 123,021 | 2 | 123,023 | |||
| Advances received | 40,387 | 40,387 | ||||
| Current employee benefits | 31,377 | 31,377 | ||||
| - of which payables to employees | 15,475 | 15,475 | ||||
| - of which payables to Public Administrations | 15,902 | 15,902 | ||||
| Taxes | 1,890 | 1,890 | ||||
| Other payables | 24,966 | 110 | 64 | 25,140 | ||
| Financial derivatives | 852 | 852 | ||||
| Accrued charges and deferred income | 5,537 | 5,537 | ||||
| Total amount of payables according to their maturity | 228,030 | 2 | 110 | 64 | 228,206 |
| Current trade payables | in thousands of euros | 2014 | 2013 |
|---|---|---|---|
| Trade payables | 52,391 | 88,103 | |
| Bills of exchange payable | 0 | 1,934 | |
| Invoices to be received / credit notes to issue (*) | 13,650 | 32,398 | |
| Credit balances trade receivables | 803 | 586 | |
| Total current trade payables | 66,844 | 123,021 |
(*) No financial liability as defined in IAS 32.
| Current other payables | in thousands of euros | 2014 | 2013 |
|---|---|---|---|
| Indirect tax payable (*) | 4,632 | 14,311 | |
| Other payables | 11,309 | 10,655 | |
| Total current other payables | 15,941 | 24,966 | |
| Indirect taxes relate primarily to VAT, advance income tax and provincial and municipal taxes. | |||
| Accrued charges and deferred income | in thousands of euros | 2014 | 2013 |
| Accrued interest | 1,504 | ||
| Accrued charges and deferred income (*) | 4,098 | 1,342 4,074 |
|
| Carrying amount of government grants recognised (*) | 89 | 121 | |
| Total accrued charges and deferred income | 5,691 | 5,537 |
I. Finance leases
| Present value of minimum lease payments |
Minimum lease payments |
|||
|---|---|---|---|---|
| in thousands of euros | 2014 | 2013 | 2014 | 2013 |
| No later than 1 year | 3 | 5 | 4 | 6 |
| Later than 1 year and not later than 5 years | 6 | 10 | 6 | 11 |
| 9 | 15 | 10 | 17 | |
| Less future finance charges | -1 | -2 | ||
| Present value of minimum lease payments | 9 | 15 | 9 | 15 |
| Included in the financial debt as: | ||||
| Current finance lease | 3 | 5 | ||
| Non-current finance lease | 6 | 10 | ||
| 9 | 15 | |||
| The finance lease arrangements held by the Group relate to vehicles. | ||||
| in thousands of euros | 2014 | 2013 |
|---|---|---|
Interest recognised as an expense in the period related to finance lease 1 1
The interest portion of the financial lease is charged to income over the term of the lease.
| in thousands of euros | 2014 | 2013 |
|---|---|---|
| Lease payments recognised as an expense in the period | 13,737 | 13,719 |
The Group mainly rents buildings, machines, company cars and office equipment. Operating lease payments are expressed in the income statement on a straight-line basis over the lease term.
| Non-cancellable future minimum operating lease payments |
in thousands of euros | 2014 | 2013 |
|---|---|---|---|
| < 1 year | 20,800 | 17,231 | |
| 1 to 5 years | 59,031 | 70,131 | |
| > 5 years | 5,961 | 7,152 | |
| 85,792 | 94,514 |
The Group provides securities for obligations totalling € 2,550K (2013: € 5,000K). Pledges totalling € 2,524K (2013: € 2,524K) were given on business assets.
Roularta Printing's contractual obligations to buy paper from third parties amount to € 4,063K (2013: € 3,861K).
There are no material contractual obligations to acquire property, plant and equipment.
In the exercise of its business activity the Group is exposed to currency, interest rate, credit and market risks. Derivatives are used to reduce the currency and interest risks.
The currency risks identified by management relate to the (expected) purchases in USD in the Audiovisual Media segment and to activities outside the euro-zone. Other than that, the Group runs to some extent currency risks with respect to its operating activities.
With regard to the purchases and the firm commitments to purchase film rights in USD in the Audiovisual Media segment, the Group uses foreign exchange contracts to hedge the risk of changes in the fair value of a recognised asset or liability, or a nonrecognised definite undertaking in the context of its commercial activities. The forward contracts used for these hedges do not have a direct impact on the financial position or results of the Group as these instruments are only used by associates which are consolidated by the equity method and, therefore, are only reflected in the share in the result of associates and joint ventures.
Despite these hedging instruments, fluctuations in the USD can have a limited impact on the Group's operating results.
The operating currency risks to the Group from activities outside the euro-zone, that is Serbia, are very limited. The net cash flow from and to this entity, and its timing, is such that no significant currency positions have arisen from it.
As of 31 December 2014, there are no financing activities with a potential currency risk.
Management is of the opinion that, given the above-mentioned hedging of the foreign exchange risks, the risks of fluctuations in the fair value or in the future cash flows of financial instruments which impact the profit or equity as a result of exchange rate changes, are not material.
The maturity dates of the financial debts and liabilities are given in Note 28.
The debentures and loans of credit institutions have fixed or variable interest rates.
The table below summarises the effective interest rates at balance sheet date of these interest-bearing loans (debentures, convertible debentures and credit institutions):
| Interest rate | in thousands of euros | 2014 | 2013 | Effective interest rate |
|---|---|---|---|---|
| Fixed interest rate | 840 | 1,683 | from 1.5% to 3.5% | |
| Fixed interest rate | 103,549 | 109,054 | from 4% to 6% | |
| Fixed interest rate with variable margin | 11,457 | 14,471 | from 4% to 6% | |
| Variable interest rate | 0 | 150 | from 1.5% to 5% |
Next to these loans, at 31 December 2014, the Group had negative overdrafts with credit institutions for € 66K (2013: € 1,759K). These carried variable market interest rates.
Loans towards associates and joint ventures, which are recorded under other loans, have a fixed interest rate which is revisable after three or five years.
In order to hedge the risks of unfavourable interest rate fluctuations, the Group used financial instruments (IRS contracts).
As of 31 December 2014, there were no financial instruments which meet the requirements defined in IAS 39 and are therefore regarded as cash flow hedging contracts.
Alongside these are a number of contracts that do not meet the conditions of IAS 39 to be viewed as hedging contracts.
By the end of 2014, this relates to IRS contracts with a total notional amount of € 35,000K (2013: € 35,000K).
The maturity dates of the notional amounts of these financial instruments, can be summarised as follows:
| 2014 | in thousands of euros | Current | Non current | |
|---|---|---|---|---|
| Up to 1 year | 2 years | 3 to 5 years | ||
| Interest Rate Swap | ||||
| No cash flow hedge | 35,000 | |||
| 2013 | in thousands of euros | Current | Non current | |
| Up to 1 year | 2 years | 3 to 5 years | ||
| Interest Rate Swap | ||||
| No cash flow hedge | 35,000 |
The fair value at balance sheet date of these financial instruments can be summarised as follows:
| 2014 | 2013 | |||
|---|---|---|---|---|
| in thousands of euros | Asset | Liability | Asset | Liability |
| Interest Rate Swap | ||||
| No cash flow hedge | -293 | -852 | ||
| Various contracts (Cap/Floor, Floor Spread, Cap Rate, Index Swap) | ||||
| No cash flow hedge | ||||
| 0 | -293 | 0 | -852 |
The impact of the evolution in the market values (before taxes) of these financial instruments can be summarised as follows:
| 2014 | in thousands of euros | Evolution market values |
Recognised in equity |
Recognised in profit and loss |
|---|---|---|---|---|
| Interest Rate Swap | ||||
| No cash flow hedge | -558 | -558 | ||
| -558 | 0 | -558 |
| 2013 | in thousands of euros | Evolution market values |
Recognised in equity |
Recognised in profit and loss |
|---|---|---|---|---|
| Interest Rate Swap | ||||
| Cash flow hedge | 287 | 287 | ||
| No cash flow hedge | -34 | -34 | ||
| Various contracts (Cap/Floor, Floor Spread, Cap Rate, Index Swap) | ||||
| No cash flow hedge | -55 | -55 | ||
| 198 | 287 | -89 |
The changes which have been recognised in the income statement are included under the financial results.
Given the above-mentioned hedge contracts, which limit the interest risk, we have examined to what extent a general rise or fall of 100 basis points applied to all loan periods would influence the interest cost recorded in 2014 of all outstanding loans per end of 2014.
As there are no loans outstanding in 2014 that are subject to a variable interest rate, the Group is not subject to sensitivity related to interest rate fluctuations per 31 December 2014.
The Group is exposed to credit risk on its customers, which could lead to credit losses.
To control this credit risk, credit investigations are performed on customers which request major credit facilities. Where the outcome is negative, credit is refused or restricted. In addition, the Group also uses trade finance instruments, such as letters of credit, to cover its credit risk and credit insurances are concluded for a limited percentage of the foreign clients of the printing works.
There was no significant concentration of credit risks with a single counterparty at 31 December 2014.
Despite RMG's intention of limiting its credit risk, it can face a deterioration of the creditworthiness of its customers. Any failure to conclude a credit insurance policy with respect to certain customers can have a material adverse effect on RMG's business, financial condition and/or results.
The carrying value of the financial assets presents the Group's maximum exposure to credit risk. The carrying value is reported including impairments. An overview of this carrying value can be found under item F. Impairment charges are detailed in Note 19.
An analysis of the maturity dates of the financial liabilities can be found in Note 28.
RMG's indebtedness and the restrictions agreed upon in the financing agreements may adversely affect RMG's liquidity position. Any breach of covenants can lead to the loans being immediately due and payable.
The Group expects to meet its obligations through operating cash flows. In addition, the Group has various short-term credit lines for a total amount of € 39,000K. These credit lines form an additional working capital buffer. No specific maturity is guaranteed on these credit lines by the lenders. At the end of 2014 and 2013 no use was made of these credit lines.
RMG manages the cash and financing flows and the resulting risks through a treasury policy at group level. In order to optimise the equity positions and minimise the related interest expenses, the cash flows of the subsidiaries within the Group are centralised as far as possible in a cash pool.
Roularta Media Group is constantly seeking to improve its balance sheet structure (combination of debt and equity). The main objective of its balance sheet structure is to maximise shareholder value whilst retaining the desired financial flexibility for undertaking strategic projects.
In analysing the balance sheet structure we use the IFRS classifications for distinguishing between equity and debt.
The fair value and carrying amount of the recognised financial assets and liabilities amount to:
| 2014 | 2013 | ||||
|---|---|---|---|---|---|
| in thousands of euros | Note | Carrying amount |
Fair value | Carrying amount |
Fair value |
| Non-current assets | |||||
| Available-for-sale investments, loans and guarantees | 18 | 4,646 | 4,646 | 4,031 | 4,031 |
| Trade and other receivables | 19 | 40 | 40 | 1,873 | 1,873 |
| Current assets | |||||
| Trade and other receivables | 19 | 66,677 | 66,677 | 137,985 | 137,985 |
| Short-term investments | 22 | 826 | 826 | 22,924 | 22,924 |
| Cash and cash equivalents | 22 | 32,993 | 32,933 | 21,881 | 21,881 |
| Assets held for sale | 12 | 151,933 | 151,933 | ||
| Non-current liabilities | |||||
| Financial debts | 28 | -113,360 | -113,524 | -119,521 | -120,584 |
| Trade payables | 29 | -2 | -2 | ||
| Other payables | 29 | -37 | -37 | -174 | -174 |
| Current liabilities | |||||
| Financial debts | 28 | -2,486 | -3,065 | -5,707 | -6,524 |
| Trade payables | 29 | -66,844 | -66,844 | -123,021 | -123,021 |
| Advances received | 29 | -19,800 | -19,800 | -40,387 | -40,387 |
| Other payables | 29 | -15,941 | -15,941 | -24,966 | -24,966 |
| Financial derivatives | -293 | -293 | -852 | -852 | |
| Accrued interests | 29 | -1,504 | -1,504 | -1,342 | -1,342 |
| Liabilities directly associated with assets held for sale | 12 | -97,022 | -97,022 |
We mention below the main methods and assumptions used for estimating the fair values of financial instruments which are included in the overview.
As mentioned in Note 18, because no reliable estimate can be made of the fair values of the investments in this heading, financial assets for which no active market exists are valued at cost.
For amounts receivable and payable with original maturities of under one year, the nominal value is deemed to reflect the fair value, given the short maturities. For amounts receivable after one year it has been established that carrying value reflects the fair value.
The fair value of loans and finance leases is calculated based on the present value of the expected future cash flows of redemption and interest payments.
For short-term liabilities the nominal value is deemed to reflect the fair value, given the short maturities. For trade payables with terms of more than one year it has been established that the carrying value reflects the fair value. For financial derivatives the fair value is established on the basis of the market valuation at balance sheet date.
As of 31 December 2014, the Group held the following financial instruments measured at fair value:
| in thousands of euros | 31/12/2014 | Level 1 | Level 2 | Level 3 |
|---|---|---|---|---|
| Assets measured at fair value | ||||
| Short-term investments | 826 | 826 | ||
| Liabilities measured at fair value | ||||
| Interest Rate Swap - no cash flow hedge | -293 | -293 | ||
| As of 31 December 2013, the Group held the following financial instruments measured at fair value: | ||||
| in thousands of euros | 31/12/2013 | Level 1 | Level 2 | Level 3 |
| Assets measured at fair value | ||||
| Short-term investments Liabilities measured at fair value |
22,924 | 22,924 | ||
| Interest Rate Swap - no cash flow hedge | -852 | -852 |
• level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly
• level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data
During the reporting period, there were no transfers between the different levels.
The following acquisitions with effect on the consolidated financial statements took place in 2014:
On 9 January 2014, Roularta Media Group NV acquired the remaining 50% of the shares of Roularta HealthCare NV. On 14 February 2014, the remaining 50% of the shares of Roularta Business Leads NV were acquired.
On 20 March 2013, Roularta Media Group acquired Euro DB NV (formerly Coface Services Belgium SA) for a fixed amount. Euro DB is a key player, with 25 years of experience on the business information market. Under the brand name B-information, Euro DB offers up-to-date corporate information in four areas: B-marketing, B-finance, B-legal, and B-collection. This acquisition fits perfectly with Roularta Media Group's strategy of strengthening its current position on the Business Information market. Roularta is already highly active on this market through Trends Top.
The 2013 and 2014 acquisitions were accounted for using the purchase method in accordance with IFRS 3 Business Combinations (revised).
The fair value of the assets and liabilities of the acquired subsidiaries on the date of acquisition that fit the recognition principles of IFRS 3 Business Combinations and the amounts paid are presented as follows:
| in thousands of euros | 2014 | 2013 |
|---|---|---|
| ASSETS | ||
| Non-current assets | 1,165 | 2,416 |
| Intangible assets | 1,342 | 2,077 |
| Property, plant and equipment | 17 | 191 |
| Available-for-sale investments, loans and guarantees | -590 | 6 |
| Deferred tax assets | 396 | 142 |
| Current assets | 2,679 | 3,867 |
| Trade and other receivables | 2,511 | 2,075 |
| Cash and cash equivalents | 168 | 1,610 |
| Deferred charges and accrued income | 182 | |
| Total assets | 3,844 | 6,283 |
| LIABILITIES | ||
| Non-current liabilities | 127 | 1,368 |
| Provisions | 127 | 1,368 |
| Current liabilities | 3,976 | 2,196 |
| Financial debts | 55 | |
| Trade payables | 1,875 | 873 |
| Advances received | 366 | |
| Employee benefits | 330 | 270 |
| Taxes | 1 | |
| Other payables | 1,200 | 234 |
| Accrued charges and deferred income | 149 | 819 |
| Total liabilities | 4,103 | 3,564 |
| Total net assets acquired | -259 | 2,719 |
| Net assets acquired | -259 | 2,719 |
| Goodwill | 997 | 0 |
| Consideration paid / to pay in cash and cash equivalents | 738 | 2,719 |
| Deposits and cash and cash equivalents acquired | -168 | -1,610 |
| Net cash outflow | 570 | 1,109 |
The share of these acquisitions in sales and net result of the Group is:
| 2014 | in thousands of euros | Sales of the period | Net result of the period |
|---|---|---|---|
| - Roularta HealthCare NV | 5,884 | -398 | |
| - Roularta Business Leads NV | 867 | 372 | |
| 2013 | in thousands of euros | Sales of the period | Net result of the period |
| - Euro DB SA | 5,401 | -675 |
The effect of the acquisitions of Roularta HealthCare NV and Roularta Business Leads NV on the result of the Group amounts to -€ 259K and is reflected in the other operation expenses.
If the acquisitions of these participations had taken place on 1 January 2014, the amount of revenue and result recorded would have remained the same.
On 1 July 2014, the Group acquired 20% of the shares in De Streekkrant-De Weekkrantgroep and 22.59% of the shares in Roularta Printing NV. As a result, there is a shift of € 8.8 million from minority interests to the consolidated reserves of the Group.
In 2013 and 2014, there were no disposals of subsidiaries.
Note 17 shows the condensed financial information related to the interests in associates and joint ventures.
Following significant events occurred after the balance sheet date:
On 11 February 2015, an intention to sell the French activities of the Group to Patrick Drahi and partners was signed. Taking into account the consultation and information procedures, the advice from the Works Council and the acceptance by the Competition Authority, the realisation of the sale is expected in May/June 2015.
Because of the established intention to sell, all assets, liabilities and results of these companies in 2014 have been reclassified to 'assets or liabilities held for sale' or as 'result of discontinued operations' and are viewed as discontinued. For comparative purposes, the income statement per 31 December 2014 has been reworked in the same way.
Otherwise, no major events have occurred which significantly affect the results and the financial position of the company.
The audit fees amount to € 382K. The fees of the auditor related to special services amount to € 20K. The fees payable to persons with whom the auditor is associated amount to € 207K.
| 2014 | in thousands of euros | Associated companies and joint ventures |
Other related parties |
Total |
|---|---|---|---|---|
| I. Assets with related parties | 6,560 | 387 | 6,947 | |
| Current receivables | 6,560 | 387 | 6,947 | |
| Trade receivables | 4,889 | 387 | 5,276 | |
| Other receivables | 1,671 | 1,671 | ||
| II. Liabilities with related parties | 5,820 | 809 | 6,629 | |
| Payables | 5,820 | 809 | 6,629 | |
| Trade payables | 5,816 | 809 | 6,625 | |
| Other payables | 4 | 4 | ||
| III. Transactions with related parties | ||||
| Sale of goods | 1,129 | 1,129 | ||
| Rendering of services | 11,533 | 438 | 11,971 | |
| Receiving of services (-) | -7,292 | -2,129 | -9,421 | |
| Transfers under finance arrangements | -11 | -11 | ||
| IV. Key management personnel remunerations (including directors) (*) | ||||
| 4,955 | ||||
| - of which short-term employee benefits | 4,742 |
of which post-employment benefits 122
of which share-based payment expenses 91
(*) Including discontinued operations.
| 2013 | in thousands of euros | Associated companies and joint ventures |
Other related parties |
Total | |
|---|---|---|---|---|---|
| I. Assets with related parties | 8,831 | 39 | 8,870 | ||
| Current receivables | 8,831 | 39 | 8,870 | ||
| Trade receivables | 5,884 | 39 | 5,923 | ||
| Other receivables | 2,947 | 2,947 | |||
| II. Liabilities with related parties | 5,878 | 700 | 6,578 | ||
| Payables | 5,878 | 700 | 6,578 | ||
| Trade payables | 5,875 | 700 | 6,575 | ||
| Other payables | 3 | 3 | |||
| III. Transactions with related parties | |||||
| Sale of goods | 2,795 | 2,795 | |||
| Rendering of services | 16,654 | 520 | 17,174 | ||
| Receiving of services (-) | -11,126 | -3,109 | -14,235 | ||
| Transfers under finance arrangements | 59 | 59 | |||
| IV. Key management personnel remunerations (including directors) (*) | |||||
| 5,231 | |||||
| - of which short-term employee benefits | 4,893 | ||||
| - of which post-employment benefits | 184 | ||||
| - of which share-based payment expenses | 154 | ||||
| (*) Including discontinued operations. | |||||
| The Group has no assets, liabilities nor transactions with its shareholders Comm.VA Koinon, NV Cennini and SA Bestinver Gestión S.G.I.I.C. |
|||||
| Assets, liabilities and transactions with subsidiaries are fully eliminated in consolidation. | |||||
| Assets, liabilities and transactions with associates and joint ventures are not eliminated in consolidation and are consequently fully included in this heading. |
|||||
| The list with all subsidiaries, joint ventures and associates can be found in Note 39. | |||||
All other related parties are entities which are controlled by the key management of the Group or members of their close family, or entities in which these persons have a significant influence. Key management personnel remunerations were separately mentioned.
There are no guarantees related to the assets or liabilities towards the related parties. Except for the allowance recorded on receivables towards associates and joint ventures that were not eliminated, no allowances were recorded.
All receivables and payables concern short-term receivables and payables which are settled at expiry date. All transactions concern normal commercial operations. Sales of the Group to these related parties are charged at normal tariffs. Purchases follow the usual procedure concerning selection of the supplier and applied prices.
There are no unsettled receivables nor payables with the key management.
The ultimate parent of the Group is Roularta Media Group NV, Roeselare, Belgium. As of 31 December 2014, 70 subsidiaries, joint ventures and associates are consolidated.
| Name of the company | Location | Effective interest % |
|---|---|---|
| 1. Fully consolidated companies | ||
| ROULARTA MEDIA GROUP NV | Roeselare, Belgium | 100.00% |
| ROULARTA HEALTHCARE NV (formerly ACTUAMEDICA NV) | Roeselare, Belgium | 100.00% |
| A NOUS PARIS SAS | Paris, France | 100.00% |
| ALPHADISTRI SAS | Paris, France | 100.00% |
| ANIMOTION SARL | Paris, France | 100.00% |
| BELGIAN BUSINESS TELEVISION NV | Brussels, Belgium | 100.00% |
| BIBLO NV (formerly BIBLO-ROULARTA MEDICA NV) | Schoten, Belgium | 100.00% |
| CITY MAGAZINE ROULARTA D.O.O. | Belgrade, Serbia | 100.00% |
| DE STREEKKRANT-DE WEEKKRANTGROEP NV | Roeselare, Belgium | 100.00% |
| EURO DB NV | Louvain-la-Neuve, Belgium | 100.00% |
| FORUM DE L'INVESTISSEMENT SA | Paris, France | 100.00% |
| GROUPE EXPRESS-ROULARTA SA | Paris, France | 100.00% |
| JOB RENCONTRES SA | Paris, France | 100.00% |
| LE VIF MAGAZINE SA | Brussels, Belgium | 100.00% |
| MESTNE REVIJE D.O.O. | Ljubljana, Slovenia | 100.00% |
| NEW BIZZ PARTNERS NV | Roeselare, Belgium | 100.00% |
| PRESS NEWS NV | Roeselare, Belgium | 100.00% |
| REGIE DE WEEKKRANT NV | Roeselare, Belgium | 100.00% |
| ROULARTA BUSINESS LEADS NV | Roeselare, Belgium | 100.00% |
| ROULARTA IT-SOLUTIONS NV | Roeselare, Belgium | 100.00% |
| ROULARTA MEDIA FRANCE SA | Paris, France | 100.00% |
| ROULARTA MEDIA NEDERLAND BV | Breda, The Netherlands | 100.00% |
| ROULARTA PRINTING NV | Roeselare, Belgium | 100.00% |
| ROULARTA PUBLISHING NV | Brussels, Belgium | 100.00% |
| TECHNOLOGUES CULTURELS SAS | Paris, France | 100.00% |
| TER BEVORDERING VAN HET ONDERNEMERSCHAP IN BELGIË VZW | Roeselare, Belgium | 100.00% |
| TVOJ MAGAZIN D.O.O. - in liquidation | Zagreb, Croatia | 100.00% |
| WEST-VLAAMSE MEDIA GROEP NV | Roeselare, Belgium | 100.00% |
| VOGUE TRADING VIDEO NV | Roeselare, Belgium | 74.67% |
| L'EXPRESS VENTURES SAS | Paris, France | 68.50% |
| JOURNÉE DÉCOUVERTE ENTREPRISES ASBL | Dison, Belgium | 56.25% |
| STUDIO APERI NEGOTIUM BVBA (formerly LEJAEGHERE) | Gentbrugge, Belgium | 56.25% |
| OPEN BEDRIJVEN VZW | Gentbrugge, Belgium | 56.25% |
| PRÉLUDE ET FUGUE SARL | Paris, France | 51.00% |
| ZEEUWS VLAAMS MEDIABEDRIJF BV | Terneuzen, The Netherlands | 51.00% |
| AVENTIN IMMOBILIER SCI | Paris, France | 50.00% | joint venture |
|---|---|---|---|
| BAYARD MEDIA GMBH & CO KG | Augsburg, Germany | 50.00% | joint venture |
| BAYARD MEDIA VERWALTUNGS GMBH | Augsburg, Germany | 50.00% | joint venture |
| BELGOMEDIA SA | Verviers, Belgium | 50.00% | joint venture |
| CTR MEDIA SA | Evere, Belgium | 50.00% | joint venture |
| DE WOONKIJKER NV | Antwerp, Belgium | 50.00% | joint venture |
| HIMALAYA NV | Zaventem, Belgium | 50.00% | joint venture |
| IDÉAT ÉDITIONS SA | Paris, France | 50.00% | joint venture |
| J.M. SAILER GESCHÄFTSFÜHRUNGS GMBH | Nürnberg, Germany | 50.00% | joint venture |
| J.M. SAILER VERLAG GMBH | Nürnberg, Germany | 50.00% | joint venture |
| JOEfm NV | Vilvoorde, Belgium | 50.00% | joint venture |
| MEDIA AD INFINITUM NV | Vilvoorde, Belgium | 50.00% | joint venture |
| PRESS PARTNERS BV | Baarn, The Netherlands | 50.00% | joint venture |
| REGIONALE MEDIA MAATSCHAPPIJ NV | Roeselare, Belgium | 50.00% | joint venture |
| REGIONALE TV MEDIA NV | Zellik, Belgium | 50.00% | joint venture |
| SENIOR PUBLICATIONS DEUTSCHLAND GMBH & CO KG | Cologne, Germany | 50.00% | joint venture |
| SENIOR PUBLICATIONS NEDERLAND BV | Baarn, The Netherlands | 50.00% | joint venture |
| SENIOR PUBLICATIONS SA | Brussels, Belgium | 50.00% | joint venture |
| SENIOR PUBLICATIONS VERWALTUNGS GMBH | Cologne, Germany | 50.00% | joint venture |
| STIEVIE NV | Vilvoorde, Belgium | 50.00% | joint venture |
| THE GOOD CONCEPT STORE SAS | Paris, France | 50.00% | joint venture |
| TVBASTARDS NV | Boortmeerbeek, Belgium | 50.00% | joint venture |
| VERLAG DEUTSCHER TIERSCHUTZ-DIENST GMBH | Nürnberg, Germany | 50.00% | joint venture |
| MEDIALAAN NV (formerly VLAAMSE MEDIA MAATSCHAPPIJ) | Vilvoorde, Belgium | 50.00% | joint venture |
| VOIX DU NORD L'ÉTUDIANT SA | Lille, France | 50.00% | joint venture |
| PROXISTORE NV | Brussels, Belgium | 35.87% | associate |
| CLICK YOUR CAR NV | Le Roeulx, Belgium | 35.74% | associate |
| YELLOWBRICK NV | Schaarbeek, Belgium | 35.00% | associate |
| REPROPRESS CVBA | Brussels, Belgium | 30.51% | associate |
| 50+ BEURS & FESTIVAL BV | Arnhem, The Netherlands | 25.00% | joint venture |
| LIVING & MORE VERLAG GMBH | Augsburg, Germany | 25.00% | joint venture |
| PARTENAIRE DÉVELOPPEMENT SARL | Lyon, France | 25.00% | associate |
| TWICE ENTERTAINMENT BVBA | Roeselare, Belgium | 25.00% | associate |
| FEBELMA REGIE CVBA | Brussels, Belgium | 23.35% | associate |
| MEDIAPLUS BV | Bussum, The Netherlands | 12.50% | associate |
3. Companies of minor importance not included in the consolidated financial statements EUROCASINO NV - in liquidation Brussels, Belgium 19.00% TWICE TECHNICS BVBA Roeselare, Belgium 18.75%
| EUROCASINO NV - in liquidation | Brussels, Belgium | 19.00% |
|---|---|---|
| TWICE TECHNICS BVBA | Roeselare, Belgium | 18.75% |
| 4 ALL SOLUTIONS BVBA | Oostrozebeke, Belgium | 100.00% |
| DECOVERY SAS | Paris, France | 100.00% |
In 2014, the following changes occurred in the consolidated group
As required by law, we report to you in the context of our appointment as the company's statutory auditor. This report includes our report on the consolidated financial statements together with our report on other legal and regulatory requirements. These consolidated financial statements comprise the consolidated balance sheet as at 31 December 2014, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, as well as the summary of significant accounting policies and other explanatory notes.
We have audited the consolidated financial statements of Roularta Media Group NV ('the company') and its subsidiaries (jointly 'the Group'), prepared in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium. The consolidated balance sheet shows total assets of 533,154 (000) EUR and the consolidated income statement shows a consolidated loss (Group share) for the year then ended of 142,477 (000) EUR.
The board of directors is responsible for the preparation and fair presentation of consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium, and for such internal control as the board of directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Statutory auditor's report to the shareholders' meeting on the consolidated financial statements for the year ended 31 December 2014 The original text of this report is in Dutch.
Roularta Media Group NV give a true and fair view of the Group's net equity and financial position as of 31 December 2014, and of its results and its cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.
The board of directors is responsible for the preparation and the content of the directors' report on the consolidated financial statements.
As part of our mandate and in accordance with the Belgian standard complementary to the International Standards on Auditing applicable in Belgium, our responsibility is to verify, in all material respects, compliance with certain legal and regulatory requirements. On this basis, we make the following additional statement, which does not modify the scope of our opinion on the consolidated financial statements:
• The directors' report on the consolidated financial statements includes the information required by law, is consistent with the consolidated financial statements and is free from material inconsistencies with the information that we became aware of during the performance of our mandate.
Kortrijk, 10 April 2015 The statutory auditor DELOITTE Bedrijfsrevisoren / Réviseurs d'Entreprises BV o.v.v.e. CVBA / SC s.f.d. SCRL
Represented by Frank Verhaegen Kurt Dehoorne
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing (ISA). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the statutory auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the statutory auditor considers internal control relevant to the Group's preparation and fair presentation of consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the board of directors, as well as evaluating the overall presentation of the consolidated financial statements. We have obtained from the Group's officials and the board of directors the explanations and information necessary for performing our audit.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In our opinion, the consolidated financial statements of
The following pages are extracts of the statutory annual accounts of Roularta Media Group NV, prepared under Belgian accounting policies.
The valuation rules applied in the statutory annual accounts differ substantially from the valuation rules applied in the consolidated annual accounts: the statutory annual accounts are based on Belgian accounting legislation, while the consolidated annual accounts are drawn up in accordance with the International Financial Reporting Standards.
Only the consolidated annual accounts as set forth in the preceding pages present a true view of the financial position and performance of the Roularta group.
The report of the board of directors to the general meeting of shareholders and the annual accounts of Roularta Media Group NV, as well as the auditor's report, will be filed with the National Bank of Belgium within the statutory stipulated periods. These documents are available on request from Roularta Media Group's Investor Relations Department and at www.roularta.be/en/investor-info.
The statutory auditor's report is unqualified and certifies that the non-consolidated annual accounts of Roularta Media Group NV, for the year ended 31 December 2014, give a true and fair view of the company's assets, liabilities, financial position and results in accordance with the accounting principles applicable in Belgium.
The annual accounts, which will be presented to the general meeting of shareholders of 19 May 2015, were approved by the board of directors of 20 March 2015.
The loss for the financial year 2014 available for appropriation was 139,980,117.44 euros compared to a loss of 63,109,256.77 euros for the financial year 2013. The loss carried forward from the previous financial year is 28,522,763.39 euros. The loss to be appropriated is consequently 168,502,880.83 euros.
The board of directors proposes to the general meeting of shareholders not to distribute a dividend over the financial year 2014.
Valuation on a going concern basis
The balance sheet shows a loss carried forward of 168,502,880.83 euros, as a result of which Article 96 § 1, 6° of the Companies Code applies.
After due deliberation, the board of directors has decided to apply the valuation rules on a going concern basis, for the following reason: the loss carried forward is occasioned in its entirety by write-downs recorded on the French shareholdings that are presently for sale. Furthermore the board of directors points to the measures to restore equity set out in the report produced pursuant to Article 633 of the Companies Code.
In preparing the unconsolidated financial statements of the company for the year ended 31 December 2014, the board of directors has ascertained that the net assets of the company have, as a result of the losses carried forward following the sale of the French operations per 31 December 2014, decreased to 58,873,022 euros, this being less than half of the share capital of the company that amounts to 203,225,000 euros.
The board of directors has therefore proceeded to draw up this special report. This special report will be submitted to the extraordinary general meeting to be convened that will deliberate and decide on whether or not to continue the company.
The board of directors sets out below in an exhaustive manner the measures to restore the financial situation of the company:
The board of directors notes that the losses suffered on the French activities and the reductions in value recorded on the French holdings, are the reason why the company has arrived in a situation as described in Article 633 of the Companies Code.
The proposed sale of the French operations will stop further losses, and the company expects to make a profit again in the coming years, which will strengthen the company's equity year after year.
The board of directors proposes undertaking a formal capital reduction combined with a use of the surplus legal reserves, so as to eliminate a substantial part of the losses carried forward as established in the financial statements at 31 December 2014.
Following the formal capital reduction amounting to 123,225,000 euros and the use of the surplus legal reserves amounting to 7,369,700 euros, the losses carried forward will be reduced from 168,502,881 to 37,908,181 euros.
The elimination of a significant portion of the losses carried forward against the capital of the company will provide a more attractive balance sheet structure, which can be important for attracting new financial resources.
The company will also take the necessary steps to simplify the group structure as at 30 June 2015 by carrying out a number of mergers. In the context of these proposed mergers, the company will merge with the following 12 subsidiaries: NV Biblo, NV Euro DB, SA Le Vif Magazine, NV New Bizz Partners, NV Press News, NV Regie De Weekkrant, NV Roularta Business Leads, NV Roularta IT-Solutions, NV Roularta Printing, NV Roularta Publishing, NV West-Vlaamse Media Groep, and NV De Streekkrant-De Weekkrantgroep.
Over the past years, the company has, in connection with various acquisitions or through starting new complementary initiatives, added several companies to its group structure. Other companies that were started or operated in the past with a partner have since become 100% subsidiaries of the company. All this has led to an unnecessarily complex group structure, which can be substantially simplified.
The proposed merger will substantially strengthen the equity of the company. As a result, the company will exhibit a greater creditworthiness to the outside world, facilitating also the obtaining of any future financing via banking institutions.
The simplified group structure will also permit significant savings in terms of administration, auditing, bookkeeping and so on.
This merger will also result in improved transparency towards the outside world and a more efficient group structure. In time, this should result in a more efficient and better targeted use of available resources as a function of needs and within the framework of the commercial objectives of the mergee companies.
The board of directors believes that the further development and implementation of the measures described above will ensure the financial recovery of the company. It therefore proposes to continue the activities of the company.
Pursuant to Article 633 of the Companies Code, this report will be mentioned in the agenda of the extraordinary general meeting of the company.
Roeselare, 20 March 2015
The Board of Directors
| ASSETS in thousands of euros |
2014 | 2013 |
|---|---|---|
| Fixed assets | 215,813 | 368,235 |
| Formation expenses | 0 | 0 |
| Intangible assets | 7,576 | 4,884 |
| Tangible assets | 13,231 | 13,667 |
| Financial assets | 195,006 | 349,684 |
| Current assets | 147,781 | 142,643 |
| Amounts receivable after more than one year | 0 | 0 |
| Stocks and contracts in progress | 348 | 382 |
| Amounts receivable within one year | 59,880 | 69,277 |
| Investments | 7,085 | 28,085 |
| Cash at bank and in hand | 77,774 | 41,527 |
| Deferred charges and accrued income | 2,694 | 3,372 |
| Total assets | 363,594 | 510,878 |
| LIABILITIES in thousands of euros |
2014 | 2013 |
| Capital and reserves | 58,873 | 198,877 |
| Capital | 203,225 | 203,225 |
| Share premium account | 304 | 304 |
| Legal reserve | 15,370 | 15,370 |
| Reserves not available for distribution | 7,085 | 7,085 |
| Untaxed reserves | 1,392 | 1,416 |
| Reserves available for distribution | 0 | 0 |
| Loss / profit carried forward | -168,503 | -28,523 |
| Investment grants | 0 | 0 |
| Provisions and deferred taxation | 1,701 | 1,692 |
| Creditors | 303,020 | 310,309 |
| Amounts payable after more than one year | 173,037 | 168,254 |
| Amounts payable within one year | 126,067 | 138,499 |
| Accrued charges and deferred income | 3,916 | 3,556 |
| Total liabilities | 363,594 | 510,878 |
| Condensed statutory income statement | in thousands of euros | 2014 | 2013 |
|---|---|---|---|
| Operating income | 245,953 | 254,865 | |
| Operating charges | -239,737 | -255,212 | |
| Operating loss / profit | 6,216 | -347 | |
| Financial income | 23,772 | 18,586 | |
| Financial charges | -8,434 | -8,630 | |
| Profit on ordinary activities before taxes | 21,554 | 9,609 | |
| Extraordinary income | 393 | 375 | |
| Extraordinary charges | -161,937 | -73,098 | |
| Loss / profit for the period before taxes | -139,990 | -63,114 | |
| Transfer from deferred taxation | 12 | 12 | |
| Income taxes | -26 | -31 | |
| Loss / profit for the period | -140,004 | -63,133 | |
| Transfer from untaxed reserves | 24 | 24 | |
| Loss / profit for the period available for appropriation | -139,980 | -63,109 |
| Appropriation account | in thousands of euros | 2014 | 2013 |
|---|---|---|---|
| Loss / profit to be appropriated | -168,503 | -63,107 | |
| Loss / profit for the period available for appropriation | -139,980 | -63,109 | |
| Profit brought forward | -28,523 | 2 | |
| Transfers from capital and reserves | 0 | 34,584 | |
| From reserves | 0 | 34,584 | |
| Transfers to capital and reserves | 0 | 0 | |
| To legal reserve | 0 | 0 | |
| To other reserves | 0 | 0 | |
| Result to be carried forward | 168,503 | 28,523 | |
| Loss / profit to be carried forward | -168,503 | -28,523 | |
| Distribution of profit | 0 | 0 | |
| Dividends | 0 | 0 |
REACH PER TITLE/ ANNUAL REPORT 2014
De Streekkrant/De Weekkrant: 2,719,888 CIM readers, distribution 2,530,860 copies De Zondag: 1,619,549 CIM readers, distribution 565,935 copies
Steps City Magazine: 531,030 CIM readers, distribution 594,557 copies
City Magazine: distribution 70,000 copies
City Magazine: distribution 70,000 copies BELGIUM WEBSITES
Knack.be/Levif.be websites: 5,167,000 unique visitors per month (40,466,000 page views) Knack.be/Levif.be News: 3,108,000 unique visitors per month (15,276,000 page views) Trends.be: 1,476,000 unique visitors per month (14,765,000 page views) Weekend.be: 662,000 unique visitors per month (6,385,000 page views) Datanews.be: 314,000 unique visitors per month (1,305,000 page views) Plusmagazine.be: 155,000 unique visitors per month (613,000 page views) KW.be: 391,000 unique visitors per month (2,124,000 page views) Immovlan.be: 1,006,000 unique visitors per month (22,347,480 page views) Gocar.be: 811,000 unique visitors per month (5,163,933 page views)
Krant van West-Vlaanderen: 354,809 CIM readers, distribution 66,935 copies
Knack: 456,818 CIM readers, distribution 100,499 copies Le Vif/L'Express: 394,945 CIM readers, distribution 63,475 copies Knack Weekend: 346,020 CIM readers, distribution 100,499 copies Le Vif Weekend: 220,306 CIM readers, distribution 63,475 copies Knack Focus: 246,105 CIM readers, distribution 100,499 copies Focus Vif: 135,726 CIM readers,
distribution 63,475 copies
BELGIUM BUSINESS NEWS MAGAZINE
Trends: 233,406 CIM readers, distribution 43,378 copies
Sport/Voetbalmagazine: 547,050 CIM readers, distribution 44,081 copies
Plus Belgium: 348,255 CIM readers, distribution 127,421 copies Plus The Netherlands: 873,352 readers, distribution 258,939 copies Plus Germany: distribution 250,000 copies
Royals: 156,200 CIM readers, distribution 22,193 copies Télépro: 407,254 CIM readers, distribution 113,389 copies
Nest: 500,545 CIM readers, distribution 85,717 copies Ik ga Bouwen & Renoveren: 202,801 CIM readers, distribution 14,883 copies Grande: 102,015 CIM readers, distribution 8,329 copies Bodytalk: distribution 155,099 copies
Artsenkrant/Le Journal du médecin: distribution 22,346 copies Data News: 45,736 CIM readers, distribution 20,892 copies Grafisch Nieuws: distribution 5,200 copies
RMG HEAD OFFICE Meiboomlaan 33, 8800 Roeselare
ROULARTA MEDIA (advertising sales office and Seminar Centre) Z.1. Researchpark 120, 1731 Zellik
MEDIALAAN Medialaan 1, 1800 Vilvoorde
| Income statement | in millions of euros | 2012 | 2013 (*) restated |
2014 | Trend |
|---|---|---|---|---|---|
| Sales | 712 | 305 | 300 | -1.8% | |
| EBITDA (1) | 37 | 29 | 35 | +17.4% | |
| EBITDA - margin | 5.2% | 9.7% | 11.6% | ||
| REBITDA (2) | 47 | 35 | 39 | +13.6% | |
| REBITDA - margin | 6.6% | 11.3% | 13.1% | ||
| EBIT (3) | 6 | 15 | 22 | +45.1% | |
| EBIT - margin | 0.8% | 5.0% | 7.3% | ||
| REBIT (4) | 28 | 27 | 32 | +18.4% | |
| REBIT - margin | 3.9% | 8.7% | 10.6% | ||
| Net finance costs | -9 | -7 | -7 | -7.4% | |
| Operating result after net finance costs | -3 | 8 | 15 | +93.6% | |
| Income taxes | 1 | 2 | -2 | +229.5% | |
| Net result from continuing operations | -2 | 10 | 13 | +30.0% | |
| Result from discontinued operations | -68 | -155 | -127.4% | ||
| Attributable to minority interests | 0 | -1 | 0 | -91.4% | |
| Attributable to equity holders of RMG | -2 | -58 | -142 | -146.0% | |
| Net result attributable to equity holders of RMG - margin | -0.2% | -19.0% | 47.6% | ||
| Current net result of the consolidated companies | 16 | 18 | 19 | +5.8% | |
| Current net result of the consolidated companies - margin | 2.3% | 6.0% | 6.5% | ||
| Balance sheet | in millions of euros | 2012 | 2013 (**) restated |
2014 | Trend |
|---|---|---|---|---|---|
| Non-current assets | 605 | 585 | 272 | -53.5% | |
| Current assets | 334 | 201 | 261 | +30.1% | |
| Balance sheet total | 938 | 786 | 533 | -32.2% | |
| Equity - Group's share | 345 | 287 | 143 | -50.1% | |
| Equity - minority interests | 12 | 11 | 2 | -78.3% | |
| Liabilities | 581 | 487 | 387 | -20.5% | |
| Liquidity (5) | 1.1 | 0.9 | 2.0 | +122.2% | |
| Solvency (6) | 38.0% | 38.0% | 27.3% | -28.2% | |
| Net financial debt | 70 | 80 | 82 | +2.0% | |
| Gearing (7) | 19.5% | 26.9% | 56.3% | +109.3% | |
| () Restated for retrospective application of IFRS 11 Joint Arrangements and application of IFRS 5 Discontinued Operations. (*) Restated for retrospective application of IFRS 11 Joint Arrangements. |
(1) EBITDA = operating cash flow = EBIT + depreciations, write-downs and provisions. (3) EBIT = operating result (share in the result of associated companies and joint ventures included). Following unaudited key figures were calculated on the basis of audited figures. (2) REBITDA = current operating cash flow = EBITDA + restructuring costs and one-off costs. (4) REBIT = current operating result = EBIT + restructuring costs and one-off costs, depreciations, write-downs and provisions. (5) Liquidity = current assets / current liabilities.
(6) Solvency = equity (Group's share + minority interests) / balance sheet total. (7) Gearing = net financial debt / equity (Group's share + minority interests).
* Including 50% of Medialaan and 50% of the other joint ventures (such as the partnerships with Bayard in Belgium, the Netherlands and Germany).
General Meeting 2014 19 May 2015 Half year 2015 results 24 August 2015 Full year 2015 results 21 March 2016 General Meeting 2015 17 May 2016
| Phone | +32 51 26 63 23 | +32 51 26 68 92 |
|---|---|---|
| Fax | +32 51 26 65 93 | +32 51 26 65 93 |
| [email protected] | [email protected] | |
| Website | www.roularta.be | |
NV Roularta Media Group, Meiboomlaan 33, 8800 Roeselare, VAT BE 0434.278.896, RPR Ghent, department Kortrijk Responsible publisher: Jan Staelens, Meiboomlaan 33, 8800 Roeselare
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